Sec Form 4 Filing - GUTMANN BERNARD @ ON SEMICONDUCTOR CORP - 2013-10-31

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 GUTMANN BERNARD 2. Issuer Name and Ticker or Trading Symbol ON SEMICONDUCTOR CORP [ ONNN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP & CFO (Last) (First) (Middle) 5005 EAST MCDOWELL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2013 (Street) PHOENIX, AZ85008 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 10/31/2013 10/31/2013 A 417 ( 1 ) A $ 0 127,523 D Common 10/31/2013 10/31/2013 F 132 ( 2 ) D $ 7.055 127,391 D Common 11/01/2013 11/01/2013 M 10,000 ( 3 ) A $ 7.02 137,391 D Common 11/01/2013 11/01/2013 S 10,000 ( 3 ) D $ 7.75 127,391 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 (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 Stock Option (right to buy) $ 7.02 11/01/2013 11/01/2013 M 10,000 ( 3 ) 02/05/2005 02/05/2014 Common 10,000 $ 7.02 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GUTMANN BERNARD 5005 EAST MCDOWELL ROAD PHOENIX, AZ85008 Exec VP & CFO Signatures George H. Cave, as Attorney-in-Fact 11/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction reports the acquisition, effective October 31, 2012, of 417 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 3,333 PBRSUs to the Reporting Person with an effective grant date of March 5, 2012, subject to the Issuers Amended and Restated Stock Incentive Plan and a related award agreement. The PBRSU Award, which vests generally over a three-year period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA"), contains threshold and target performance measurements as set forth in the PBRSU Award agreement. ( 2 )This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 5, 2012 PBRSU Award. On October 31, 2013, certain of these units vested as described above. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person. ( 3 )These transactions were made pursuant to the Reporting Person's existing Rule 10b5-1 plan (i.e. a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended).

Remarks: George H. Cave is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit. gutmann2013poa.txt

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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