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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ONNN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/17/2008 | A | 223,841 | A | $0(1) | 223,841 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $0.68 | 03/17/2008 | A | 14,488 | 03/17/2008 | 11/05/2012 | Common | 14,488 | $0(2) | 14,488 | D | ||||
Stock Option (right to buy) | $8.16 | 03/17/2008 | A | 96,600 | 03/17/2008 | 07/31/2013 | Common | 96,600 | $0(3) | 96,600 | D | ||||
Stock Option (right to buy) | $9.14 | 03/17/2008 | A | 115,000 | 07/26/2008 | 07/26/2014 | Common | 115,000 | $0(4) | 115,000 | D | ||||
Stock Option (right to buy) | $10.32 | 03/17/2008 | A | 345,000 | 03/17/2008 | 08/01/2012 | Common | 345,000 | $0(5) | 345,000 | D | ||||
Stock Option (right to buy) | $12.29 | 03/17/2008 | A | 267,872 | 03/17/2008 | 10/01/2014 | Common | 267,872 | $0(6) | 267,872 | D | ||||
Stock Option (right to buy) | $12.95 | 03/17/2008 | A | 57,500 | 03/17/2008 | 10/27/2014 | Common | 57,500 | $0(7) | 57,500 | D | ||||
Stock Option (right to buy) | $17.4 | 03/17/2008 | A | 267,872 | 03/17/2008 | 09/22/2013 | Common | 267,872 | $0(8) | 267,872 | D |
Explanation of Responses: |
1. Received a total of 223,841 (170,022 shares of common stock and 53,819 restricted stock units ("RSUs")) of ON Semiconductor Corporation (Issuer) in exchange for a total of 194,644 (147,845 shares of common stock and 46,799 RSUs) of AMIS Holdings, Inc. ("AMIS") in connection with the merger of AMIS into the Issuer ("Merger"). The Merger was effective on March 17, 2008. Pursuant to the Merger, each outstanding share of AMIS common stock and/or right thereto was converted into the right to receive 1.15 shares of the Issuer's common stock. On March 17, 2008, the closing price of the Issuer's common stock was $4.99 per share. The exchanged RSUs are, among other things, subject to the Issuer's 2000 Stock Incentive Plan ("Plan"), a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
2. Received in the Merger in exchange for an employee stock option to acquire 12,599 shares of AMIS for $.78 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
3. Received in the Merger in exchange for an employee stock option to acquire 84,000 shares of AMIS for $9.38 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
4. Received in the Merger in exchange for an employee stock option to acquire 100,000 shares of AMIS for $10.50 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
5. Received in the Merger in exchange for an employee stock option to acquire 300,000 shares of AMIS for $11.86 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
6. Received in the Merger in exchange for an employee stock option to acquire 232,933 shares of AMIS for $14.13 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
7. Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of AMIS for $14.89 per share. The exchanged option is, among other things, subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
8. Received in the Merger in exchange for an employee stock option to acquire 232,933 shares of AMIS for $20.00 per share. The exchanged option is subject to the Plan, a previous grant agreement, vesting over time (generally), and a conversion and assumption by the Issuer. |
Remarks: |
Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit., king2008poa.TXT |
Judith A. Boyle, Attorney-in-Fact | 03/19/2008 | |
** 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. |