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* JACKSON KEITH D (Last) (First) (Middle) 5005 EAST MCDOWELL ROAD (Street) PHOENIX AZ 85008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ON SEMICONDUCTOR CORP [ ON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & Pres.
	3. Date of Earliest Transaction (Month/Day/Year) 03/06/2020
	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	03/06/2020		F		24,274(1)	D	$17.28	3,141,279(2)	D
Common	03/06/2020		F		72,821(3)	D	$17.28	3,068,458	D
Common								350,000	I	By Jackson 5, LP(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This disposition transaction represents shares withheld by the Issuer in connection with the vesting on March 6, 2020 of a portion of the Reporting Person's 2017 Restricted Stock Units award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

2. The aggregate holdings of the Reporting Person have been reduced by 2 shares of common stock of the Issuer in order to reflect the inadvertent over-reporting by 2 shares in the Form 4 filed by the Reporting Person on August 3, 2018 with respect to the acquisition of shares of Issuer common stock upon the attainment of performance goals under an award of Performance Based Restricted Stock Units ("PBRSUs") made to the Reporting Person on March 6, 2017.

3. This disposition transaction represents shares withheld by the Issuer in connection with the vesting on March 6, 2020 of the Reporting Person's 2017 PBRSUs award granted pursuant to the Issuer's Amended and Restated Stock Incentive Plan and related award agreement. These shares were withheld to satisfy the Reporting Person's tax withholding obligations. The Issuer will pay these taxes on behalf of the Reporting Person.

4. The limited liability company in which the reporting person and his spouse are the sole members serves as the sole general partner of Jackson 5, LP. The reporting person disclaims beneficial ownership of the shares of ON Semiconductor common stock held by Jackson 5, LP, except to the extent of his pecuniary interest therein.

	/s/ George H. Cave, Attorney-in-Fact	03/10/2020
	** 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).
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