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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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Hester Phillip D

(Last)

(First)

(Middle)

AMD, INC.

5204 EAST BEN WHITE BLVD.

(Street)

AUSTIN

78741

(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)
09/05/2006

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)
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)
Stock Option (right to buy)	$6.01	09/05/2006		A		20,000		09/05/2007⁽¹⁾	09/05/2016	Common	20,000	$0	20,000	D

Explanation of Responses:

1. Effective September 5, 2006, the Board of Directors of the Issuer granted this stock option to the Reporting Person under the Issuer's 2000 Stock Incentive Plan. Generally, the stock option will vest 33 and 1/3% on each of the first through third anniversaries of the grant date, subject to the terms and conditions of the plan and the related stock option agreement. The exercise price is the closing price on the grant date. The grant was for no consideration other than the Reporting Person's service as a member of the Board of Directors.

Remarks:

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

	Judith A. Boyle, Attorney-in-Fact	09/06/2006
	** 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
(Phil D. Hester)


	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")), and any and all
related documents
and instruments.  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, Form
144 with the Securities and Exchange Commission, any and all related documents
and
instruments, and to provide any necessary copies of such signed forms, documents
  and
instruments 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.

	This power of attorney is effective from the date hereof until April 15, 2007,
unless earlier
revoked or terminated.


						/s/ PHIL D. HESTER
						Phil D. Hester


Dated:	August 10, 2006


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