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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHANG JUSTIN T

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

345 CALIFORNIA STREET, SUITE 3300

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ONNN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NQ Stock Option (right to purchase)⁽¹⁾	$7.02	02/05/2004		A		12,983		02/05/2004	02/05/2014	Common Stock	12,983	⁽¹⁾	12,983	D
NQ Stock Option (right to purchase)⁽²⁾	$7.02	02/05/2004		A		7,000		⁽²⁾	02/05/2014	Common Stock	7,000	⁽²⁾	14,017	D

Explanation of Responses:

1. Grant of options for service by Mr. Chang on the board of directors of the Issuer. The options are exercisable immediately.

2. Grant of options for service by Mr. Chang on the board of directors of the Issuer. The options vest over a period of three years starting on the first anniversary of the date of grant, with 33.33% of the shares subject to the options becoming vested and exercisable upon each anniversary of the date of grant over the three years.

Remarks:

(3) Richard A. Ekleberry is signing on behalf of Mr. Chang pursuant to an authorization and designation letter dated July 14, 2003, which is attached herein as an exhibit.

	Richard A. Ekleberry on behalf of Justin T. Chang(3)	02/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

[Logo of Texas Pacific Group]




                                 July 14, 2003




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549



     This letter confirms that Richard A. Eckleberry, James J. O'Brien and John
E. Viola are authorized and designated to sign all securities and related
filings with the Securities and Exchange Commission, including Forms 3,4 and 5,
on my behalf. This authorization and designation shall be valid for three years
from the date of this letter.


                                             Very truly yours,
                                             /s/ Justin T. Chang
                                             Justin T. Chang












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