X0306 4 2016-08-08 0001097864 ON SEMICONDUCTOR CORP ON 0001558921 GUTMANN BERNARD 5005 EAST MCDOWELL ROAD PHOENIX AZ 85008 1 Exec VP & CFO Common 2016-08-08 4 A 0 31582.0000 0.0000 A 399102.0000 D Common 2016-08-08 4 F 0 5396.0000 10.1100 D 393706.0000 D This Form 4 reports the acquisition on August 8, 2016 of 31,582 units from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units (PBRSU) Award. The original award of 47,493 PBRSUs to the Reporting Person was made on March 2, 2015 (the "2015 PBRSU Award"). The 2015 PBRSU Award covered a performance period of six consecutive fiscal quarters beginning with the quarter commencing January 1, 2015 (the "Performance Measurement Period"), and the number of shares eligible for vesting was based upon the Issuer achieving certain adjusted non-GAAP EBITDA. Based on the determined achievement of the adjusted non-GAAP EBITDA metric for the Performance Measurement Period, the acquired units will vest in two equal tranches, with the first tranche having vested on August 8, 2016. This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's 2015 PBRSU Award and related award agreements. On August 8, 2016, certain of these units vested. The 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. Mark N. Rogers, Attorney-in-Fact 2016-08-10