SIMON KEETON - 15 Feb 2022 Form 4 Insider Report for ON SEMICONDUCTOR CORP (ON)

Role: EVP & GM, PSG
Signature: /s/ Lauren C. Bellerjeau, Attorney-in-Fact
Issuer symbol: ON
Transactions as of: 15 Feb 2022
Transactions value $: -$3,305,131
Form type: 4
Filing time: 17 Feb 2022, 16:08:28 UTC
Previous filing: 15 Feb 2022
Next filing: 04 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ON	Common	Award	$0	+95.1K	+85%	$0.00	207K	15 Feb 2022	Direct	F1
transaction	ON	Common	Award	$0	+23.2K	+11.2%	$0.00	230K	15 Feb 2022	Direct	F2
transaction	ON	Common	Award	$0	+1.19K	+0.52%	$0.00	231K	15 Feb 2022	Direct	F3
transaction	ON	Common	Tax liability	-$33K	-531	-0.23%	$62.24	231K	15 Feb 2022	Direct	F4
transaction	ON	Common	Tax liability	-$641K	-10.3K	-4.46%	$62.24	220K	15 Feb 2022	Direct	F5
transaction	ON	Common	Tax liability	-$2.63M	-42.3K	-19.17%	$62.24	178K	15 Feb 2022	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents performance-based restricted stock units, granted under the Issuer's Amended and Restated Stock Incentive Plan on March 2, 2020, for which the Reporting Person has satisfied the applicable performance conditions. The award was for no consideration other than service as an officer of the Issuer.
F2	Represents performance-based restricted stock units, granted under the Issuer's Amended and Restated Stock Incentive Plan on February 12, 2021, for which the Reporting Person has satisfied the applicable performance conditions. The award was for no consideration other than service as an officer of the Issuer.
F3	Represents performance-based restricted stock units, granted under the Issuer's Amended and Restated Stock Incentive Plan on July 1, 2021, for which the Reporting Person has satisfied the applicable performance conditions. The award was for no consideration other than service as an officer of the Issuer.
F4	This transaction represents shares withheld by the Issuer in connection with the vesting of certain performance-based restricted stock units granted to the Reporting Person on July 1, 2021 pursuant to the Issuer's Amended and Restated Stock Incentive Plan and the 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.
F5	This transaction represents shares withheld by the Issuer in connection with the vesting of certain performance-based restricted stock units granted to the Reporting Person on February 12, 2021 pursuant to the Issuer's Amended and Restated Stock Incentive Plan and the 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.
F6	This transaction represents shares withheld by the Issuer in connection with the vesting of certain performance-based restricted stock units granted to the Reporting Person on March 2, 2020 pursuant to the Issuer's Amended and Restated Stock Incentive Plan and the 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.