X0306 4 2013-10-31 0001097864 ON SEMICONDUCTOR CORP ONNN 0001429850 KLOSTERBOER ROBERT A. 5005 E. MCDOWELL ROAD PHOENIX AZ 85008 1 SVP & GM, APG Common 2013-10-31 2013-10-31 4 A 0 3621.0000 0.0000 A 191559.0000 D Common 2013-10-31 2013-10-31 4 F 0 1176.0000 7.0550 D 190383.0000 D This transaction reports the acquisition, effective October 31, 2012, of 3,621 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 28,968 PBRSUs to the Reporting Person with an effective grant date of March 5, 2012, subject to the Issuers Amended and Restated Stock Incentive Plan and a related award agreement. The PBRSU Award, which vests generally over a three-year period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA"), contains threshold and target performance measurements as set forth in the PBRSU Award agreement. This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 5, 2012 PBRSU Award. On October 31, 2013, certain of these units vested as described above. These 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. George H. Cave is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit. klosterboer2013poa.txt George H. Cave, as Attorney-in-Fact 2013-11-04