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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ON Semiconductor Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
682189105
(CUSIP Number)
December 31, 2000
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZEN OR PLACE OF ORGANIZATION
Delaware
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
11,667,233
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
11,667,233
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,667,233
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
12. TYPE OF REPORTING PERSON
CO
Item 1(a) Name of Issuer:
ON Semiconductor Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
5005 E. McDowell Road
Phoenix, AZ 85008
Item 2(a) Name of person filing:
Motorola, Inc. ("Motorola")
Item 2(b) Address of principal business office, or, if none,
residence:
1303 East Algonquin Road
Schaumburg, IL 60196
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of class of securities:
Common Stock, $.01 par value
Item 2(e) CUSIP number: 682189105
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
2(d).
Item 4(a) Amount beneficially owned:
11,667,233
Item 4(b) Percent of class:
6.8%
Item 4(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote
11,667,233
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
11,667,233
(iv) shared power to dispose or to direct the disposition
of
0
Item 5. Ownership of five percent or less of a class:
Not Applicable
Item 6. Ownership of more than five percent on behalf of another
person:
Not Applicable
Item 7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company:
Not Applicable
Item 8. Identification and classification of members of the group:
Not Applicable
Item 9. Notices of dissolution of group:
Not Applicable
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2001 MOTOROLA, INC.
By: /s/ Carol H. Forsyte
Name: Carol H. Forsyte
Title: Vice President,
Corporate & Securities
Law Department