SEC Form 4 · accession 0001225208-16-037682
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George H Cave
Officer — EVP, Gen Cnsl, CC&EO, & Sec
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 3:49 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Aug 8, 2016 | A | 20,843 | $0.00 | A | 348,542 | D | |
| CommonF2,F3 | Aug 8, 2016 | F | 3,382 | $10.11 | D | 345,160 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 reports the acquisition on August 8, 2016 of 20,843 units from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units (PBRSU) Award. The original award of 31,345 PBRSUs to the Reporting Person was made on March 2, 2015 (the "2015 PBRSU Award"). The 2015 PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2015 (the "Performance Measurement Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain adjusted non-GAAP EBITDA. Based on the determined achievement of the adjusted non-GAAP EBITDA metric for the Performance Measurement Period, the acquired units will vest in two equal tranches, with the first tranche having vested on August 8, 2016.
- F2This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2015 PBRSU Award and related award agreements. On August 8, 2016, certain of these units vested. The shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.
- F3Includes an aggregate of 1,000 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan for the quarters ended April 1, 2016 and July 1, 2016.