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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SMITH ROBERT HENRY (Last) (First) (Middle) 5005 EAST MCDOWELL ROAD (M/D A700) (Street) PHOENIX AZ 85008 (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) 03/23/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/23/2006		A		10,500	A	(1)	100,500	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Effective March 23, 2006, the Board of Directors of the Issuer awarded these restricted stock units to the Reporting Person under the Issuer's 2000 Stock Incentive Plan, with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date, subject to the terms and conditions of the Issuer's 2000 Stock Incentive Plan and the relevant award agreement. This award may only be settled in shares of the Issuer's common stock upon vesting. The award was for no consideration other than service as a member of the Issuer's Board. The closing price of the Issuer's common stock was $6.83 on the transaction date.

Remarks:

Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as an exhibit.

	Robert H. Smith by Judith A. Boyle as Attorney-in-Fact	03/27/2006
	** 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.

POWER OF ATTORNEY
(Robert H. Smith)

        I hereby appoint Keith D. Jackson, George H. Cave and Judith A. Boyle, 
and each of them, attorney-in-fact for me, each with full power of substitution, 
to prepare, execute and deliver on my behalf reports required to be filed by me 
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended 
("Section 16"), and Rule 144 and Rule 145 under the Securities Act of 1933 
(singly or collectively ("Rule 144")).  Among other things, each attorney-
in-fact is authorized to file original reports (either electronically or 
otherwise), signed by me or on my behalf, on Forms 3, 4 and 5, and Form 144 with 
the Securities and Exchange Commission, and to provide any necessary copies of 
such signed forms to The NASDAQ Stock Market and ON Semiconductor Corporation as 
required by the rules under Section 16 and Rule 144 as in effect from time to time.
     &
nbsp;  This power of attorney is effective from the date hereof until April 15, 
2007, unless earlier revoked or terminated.
/s/ Robert H. Smith
Robert H. Smith

Dated:  March 15, 2006

 
G:\SECURITIES\Section 16\POA\2006 POA\Edgar\Jackson 2006 POA.txt