SEC Form 4 · accession 0001225208-18-006721
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bernard Gutmann
Officer — Exec VP & CFO
Period of report
Mar 22, 2018
Accepted (ET)
Mar 26, 2018 · 6:09 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 |
|---|---|---|---|---|---|---|---|---|
| Common | Mar 22, 2018 | M | 120,000 | $6.125 | A | 665,507 | D | |
| Common | Mar 22, 2018 | M | 6,667 | $8.40 | A | 672,174 | D | |
| CommonF1,F2 | Mar 22, 2018 | S | 6,667 | $26.0472 | D | 665,507 | D | |
| CommonF1,F3 | Mar 22, 2018 | S | 120,000 | $26.0051 | D | 545,507 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $8.40 | Mar 22, 2018 | M | 6,667 | D | Mar 5, 2013 | Mar 5, 2019 | Common | 6,667 | 0 | D |
| Stock Option (right to buy)F5 | $6.125 | Mar 22, 2018 | M | 120,000 | D | Oct 1, 2013 | Oct 1, 2019 | Common | 120,000 | 43,266 | D |
Explanation of responses
- F1This transaction was made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e., a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).
- F2This disposition transaction was executed in multiple trades at prices ranging from $25.93 to $26.16. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F3This disposition transaction was executed in multiple trades at prices ranging from $25.74 to $26.16. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F4On March 5, 2012, the Reporting Person was awarded an employee stock option (the "March 2012 Option") to acquire 6,667 shares (the "March 2012 Shares") of the Issuer's common stock. Pursuant to the terms of the March 2012 Option, 25% of the March 2012 Shares became exercisable on March 5, 2013, and the remaining 75% of the March 2012 Shares became exercisable in equal, quarterly installments thereafter until March 5, 2016, at which time all remaining March 2012 Shares became fully exercisable.
- F5On October 1, 2012, the Reporting Person was awarded an employee stock option (the "October 2012 Option") to acquire 163,266 shares (the "October 2012 Shares") of the Issuer's common stock, including the underlying securities reported in Table II of this Form 4. Pursuant to the terms of the October 2012 Option, 25% of the October 2012 Shares became exercisable on October 1, 2013, and the remaining 75% of the October 2012 Shares became exercisable in equal, annual installments thereafter until October 1, 2016, at which time all remaining October 2012 Shares became fully exercisable.