Sec Form 4 Filing - TPG ADVISORS II INC @ ON SEMICONDUCTOR CORP - 2007-05-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TPG ADVISORS II INC 2. Issuer Name and Ticker or Trading Symbol ON SEMICONDUCTOR CORP [ ONNN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2007 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 05/07/2007 S 49,184,272 ( 1 ) D $ 11.045 ( 2 ) 1,238,000 I See Explanation of Responses ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG ADVISORS II INC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Clive D. Bode, Vice President 05/09/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares to be sold, as reported in this Form 4, represents 34,147,243 shares to be sold by TPG Semi and 15,037,029 shares to be sold by ON Holdings (each as defined below), pursuant to an underwriting agreement dated May 7, 2007. The transactions reported herein will be consummated on May 11, 2007. ( 2 )The price reported herein represents the public offering price of $11.05 per share less the underwriter's discount of $0.005 per share. ( 3 )TPG Advisors II, Inc. (the "Reporting Person") is the general partner of TPG GenPar II, L.P., which is the general partner of each of TPG Partners II, L.P. ("Partners II"), TPG Parallel II, L.P. ("Parallel II"), TPG Investors II, L.P. ("Investors II") and TPG 1999 Equity II, L.P. ("Equity II" and, together with Partners II, Parallel II and Investors II, the "TPG Funds"), which in turn are the sole members of each of TPG Semiconductor Holdings LLC ("TPG Semi") and TPG ON Holdings LLC ("ON Holdings", and together with TPG Semi, the "ON Semi Funds"). ( 4 )Because of the Reporting Person's relationship to the TPG Funds and the ON Semi Funds, the Reporting Person may be deemed to beneficially own the securities directly owned by the ON Semi Funds. The Reporting Person may also be deemed to beneficially own such securities to the extent of the greater of its direct or indirect pecuniary interest in the profits or capital accounts of the ON Semi Funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned in excess of such amount. ( 5 )In addition, David Bonderman and James G. Coulter (the "Reporting Person Shareholders") are officers, directors and sole shareholders of the Reporting Person, and therefore may be deemed to beneficially own the securities beneficially owned by the Reporting Person. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person Shareholders are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned in excess of such amount.

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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