Hassane El-Khoury - Feb 15, 2022 Form 4 Insider Report for ON SEMICONDUCTOR CORP (ON)

Role: CEO & President, Director
Signature: /s/ Lauren C. Bellerjeau, Attorney-in-Fact
Stock symbol: ON
Transactions as of: Feb 15, 2022
Transactions value $: -$2,332,071
Form type: 4
Date filed: 2/17/2022, 04:15 PM
Previous filing: Feb 15, 2022
Next filing: Jul 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ON	Common	Award	$0	+87.2K	+37.73%	$0.00	318K	Feb 15, 2022	Direct	F1
transaction	ON	Common	Tax liability	-$2.33M	-37.5K	-11.77%	$62.24	281K	Feb 15, 2022	Direct	F2

* 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 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.
F2	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.

Content

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.

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.