SEC Form 4 · accession 0001225208-17-013566
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A. Klosterboer
Officer — EVP & GM, ASG
Period of report
Aug 7, 2017
Accepted (ET)
Aug 9, 2017 · 8:57 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 7, 2017 | A | 133,186 | $0.00 | A | 457,506 | D | |
| CommonF2 | Aug 7, 2017 | F | 31,333 | $16.33 | D | 426,173 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 reports the acquisition on August 7, 2017 of 133,186 Performance Based Restricted Stock Units ("PBRSUs") from the attainment of a performance goal under an award made to the Reporting Person on March 7, 2016 (the "2016 PBRSU Award"). The 2016 PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2016 (the "Performance Measurement Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain Adjusted Non-GAAP EBITDA, market share growth, and revenue growth performance goals. As a result of the Issuer's achievement of the Adjusted Non-GAAP EBITDA performance goals for the Performance Measurement Period, the acquired PBRSUs will vest in two equal tranches, with the first tranche having vested on August 7, 2017.
- F2This disposition transaction reflects shares withheld by the Issuer in connection with the 2016 PBRSU Award. On August 7, 2017, certain of the PBRSUs under the 2016 PBRSU Award vested. Certain of the shares underlying such PBRSUs were withheld to satisfy the Reporting Person's withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.