X0306 4 2014-11-05 0001097864 ON SEMICONDUCTOR CORP ONNN 0001482082 Rolls Paul E 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 Exec VP Sales & Marketing Common 2014-11-05 4 D 0 5024.0000 8.2100 D 126899.0000 D This disposition transaction represents shares withheld by the Issuer in connection with the November 5, 2012 restricted stock unit award to the Reporting Person under the Issuer's Amended and Restated Stock Incentive Plan. On November 5, 2014 certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for varoius taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person. Includes an aggregate of 732 shares acquired by Reporting Person under Issuer's Employee Stock Purchase Plan for the quarters ended June 27, 2014 and September 26, 2014. S. Gary Shullaw is signing on behalf of the Reporting Person, pursuant to a Power of Attorney, attached herein as an exhibit. rolls2014poa.txt S. Gary Shullaw, Attorney-in-Fact 2014-11-07