SEC Form 4 · accession 0001225208-18-012286
ON SEMICONDUCTOR CORP · ON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith D Jackson
Officer — CEO & Pres. · Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 3, 2018 · 6:33 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 1, 2018 | A | 327,656 | $0.00 | A | 3,435,057 | D | |
| CommonF2 | Aug 1, 2018 | F | 77,082 | $22.26 | D | 3,357,975 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 reports the acquisition on August 1, 2018 of 327,656 Performance Based Restricted Stock Units (the "PBRSUs") from the attainment of performance goals under an award made to the Reporting Person on March 6, 2017 (the "PBRSU Award"). The PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2017 (the "Performance Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain Adjusted Non-GAAP EBITDA performance goals for the Performance Period. The PBRSUs also include an additional equity award based on the Issuer's achievement of certain market share and free cash flow performance goals for the Performance Period.
- F2This disposition transaction reflects shares withheld by the Issuer in connection with the PBRSU Award to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.