Statement of Changes in Beneficial Ownership (4)
10 Marzo 2020 - 11:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rolls Paul E |
2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP
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ON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP Sales & Marketing |
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(Last)
(First)
(Middle)
5005 EAST MCDOWELL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2020 |
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(Street)
PHOENIX, AZ 85008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common | 3/6/2020 | | F | | 5708.0000 (1) | D | $17.2800 | 319603.0000 (2) | D | |
| Common | 3/6/2020 | | F | | 17123.0000 (3) | D | $17.2800 | 302480.0000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | This disposition transaction represents shares withheld by the Issuer in connection with the vesting on March 6, 2020 of a portion of the Reporting Person's 2017 Restricted Stock Units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person. |
| (2) | The aggregate holdings of the Reporting Person have been reduced by 2 shares of common stock of the Issuer in order to reflect the inadvertent over-reporting by 2 shares in the Form 4 filed by the Reporting Person on August 3, 2018 with respect to the acquisition of shares of Issuer common stock upon the attainment of performance goals under an award of Performance Based Restricted Stock Units ("PBRSUs") made to the Reporting Person on March 6, 2017. |
| (3) | This disposition transaction represents shares withheld by the Issuer in connection with the vesting on March 6, 2020 of the Reporting Person's 2017 PBRSUs award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Rolls Paul E
5005 EAST MCDOWELL ROAD
PHOENIX, AZ 85008 |
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| Exec VP Sales & Marketing |
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Signatures
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| /s/ George H. Cave, Attorney-in-Fact | | 3/10/2020 |
| **Signature of Reporting Person | Date |
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