- Statement of Changes in Beneficial Ownership (4)
May 07 2012 - 7:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KLOSTERBOER ROBERT A.
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2. Issuer Name
and
Ticker or Trading Symbol
ON SEMICONDUCTOR CORP
[
ONNN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & GM, AIMMA Prd Grp
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(Last)
(First)
(Middle)
5005 E. MCDOWELL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2012
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(Street)
PHOENIX, AZ 85008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common
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5/3/2012
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A
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20650.0000
(1)
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A
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$8.3900
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137343.0000
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D
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Common
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5/3/2012
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F
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6516.0000
(2)
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D
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$8.3900
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130827.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This transaction reports the acquisition, effective May 3, 2012, of 20,650 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 247,797 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009, subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award, which vested generally over a three-year (twelve quarter) period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement, is now fully vested.
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(
2)
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This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On May 3, 2012, certain of these units vested. These 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.
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Remarks:
Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as an Exhibit. klosterboer2012poa.txt
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KLOSTERBOER ROBERT A.
5005 E. MCDOWELL ROAD
PHOENIX, AZ 85008
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SVP & GM, AIMMA Prd Grp
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Signatures
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Judith A. Boyle, Attorney-in-Fact
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5/7/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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