Sec Form 4 Filing - JACKSON KEITH D @ ON SEMICONDUCTOR CORP - 2019-12-03

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 JACKSON KEITH D 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. (Last) (First) (Middle) 5005 EAST MCDOWELL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2019 (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 12/03/2019 G( 1 ) V 350,000 D $ 0 3,066,828 D Common 12/03/2019 G( 1 ) V 350,000 A $ 0 350,000 I By Jackson 5, LP Common 12/31/2019 G( 2 ) V 97,494 D $ 0 350,000 ( 2 ) I By Jackson 5, LP

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 JACKSON KEITH D 5005 EAST MCDOWELL ROAD PHOENIX, AZ85008 X CEO & Pres. Signatures George H. Cave, Attorney-in-Fact 02/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person transferred these shares to Jackson 5, LP, a family limited partnership of which (i) a limited liability company in which the reporting person and his spouse are the sole members serves as the sole general partner and holder of approximately 1% of the partnership interests, and (ii) the sole limited partners were (a) with respect to approximately 97% of the partnership interests, certain entities controlled by, and for the benefit of, the reporting person and his spouse, and (b) with respect to approximately 2% of the partnership interests, the reporting person's three adult children. 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. ( 2 )Represents separate gifts of limited partnership interests in Jackson 5, LP to three trusts for the benefit of the reporting person's adult children. Each gift represented a 9.2851% interest in Jackson 5, LP. The limited liability company in which the reporting person and his spouse are the sole members continues to serve as the sole general partner of Jackson 5, LP. The reporting person disclaims beneficiary ownership of the shares of ON Semiconductor common stock held by Jackson 5, LP, except to the extent of his pecuniary interest therein.

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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