X0306 4 2014-12-05 0001097864 ON SEMICONDUCTOR CORP ONNN 0001558921 GUTMANN BERNARD 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 Exec VP & CFO Common 2014-12-05 4 D 0 518.0000 10.2200 D 195264.0000 D This disposition transaction represents shares withheld by the Issuer, in connection with the December 5, 2011 restricted stock unit award to the Reporting Person, under the Issuer's Amended and Restated Stock Incentive Plan. On December 5, 2014, certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. George H. Cave is signing on behalf of the Reporting Person, pursuant to a Power of Attorney, attached hereto as an exhibit. gutmann2014poa.txt George H. Cave, as Attorney-in-Fact 2014-12-09