SEC Form 4 · accession 0001225208-16-028396

ON SEMICONDUCTOR CORP · ON

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP&GM, Image Sensor Group

Period of report

Feb 24, 2016

Accepted (ET)

Feb 26, 2016 · 4:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001097864

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common^F1,F2	Feb 24, 2016	A	40,859	$0.00	A	108,995	D
Common^F3	Feb 24, 2016	F	5,630	$8.295	D	103,365	D

No Table II lines on this filing.

F1This transaction reports the acquisition, effective February 24, 2016 of 40,859 shares of common stock resulting from the attainment of a performance goal under Performance Based Restricted Stock Units awarded to the Reporting Person with a grant date of September 2, 2014, subject to the Issuer's Amended and Restated Stock Incentive Plan ("2014 PBRSU Award"). The 2014 PBRSU Award units covered a performance period of one year (fiscal 2015), and the number of shares eligible for vesting is based on achievement of certain adjusted non-GAAP EBIT performance measures. Vesting of the 2014 PBRSU Award is as follows: (1) one-third of the units vested on February 24, 2016; (2) an additional one-third of the units earned will vest on the second anniversary of the grant date; and (3) the final one-third will vest on the third anniversary of the grant date.
F2Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended September 30, 2015 and December 31, 2015.
F3This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2014 PBRSU Award and related award agreements.

Mark N. Rogers is signing on behalf of Reporting Person pursuant to a Power of Attorney, attached hereto as an exhibit.