SEC FORM 4

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

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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^*

KLOSTERBOER ROBERT A.

(Last)

(First)

(Middle)

5005 E. MCDOWELL ROAD

(Street)

PHOENIX

85008

(City)

(State)

(Zip)

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)
	SVP, Custom and Foundry

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	03/17/2008		A		42,097	A	$0⁽¹⁾	42,097	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.68	03/17/2008		A		27,982		03/17/2008	01/31/2011	Common	27,982	$0⁽²⁾	27,982	D
Stock Option (right to buy)	$3.45	03/17/2008		A		38,332		03/17/2008	07/31/2013	Common	38,332	$0⁽³⁾	38,332	D
Stock Option (right to buy)	$8.16	03/17/2008		A		27,600		03/17/2008	07/31/2013	Common	27,600	$0⁽⁴⁾	27,600	D
Stock Option (right to buy)	$9.14	03/17/2008		A		25,875		07/26/2008	07/26/2014	Common	25,875	$0⁽⁵⁾	25,875	D
Stock Option (right to buy)	$10.32	03/17/2008		A		69,000		03/17/2008	08/01/2012	Common	69,000	$0⁽⁶⁾	69,000	D
Stock Option (right to buy)	$12.42	03/17/2008		A		34,500		03/17/2008	08/03/2014	Common	34,500	$0⁽⁷⁾	34,500	D

Explanation of Responses:

1. Received a total of 42,097 (18,906 shares of common stock and 23,191 restricted stock units ("RSUs")) of ON Semiconductor Corporation (Issuer) in exchange for a total of 36,606 (16,440 shares of common stock and 20,166 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 24,333 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 33,333 shares of AMIS for $3.96 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 24,000 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.

5. Received in the Merger in exchange for an employee stock option to acquire 22,500 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.

6. Received in the Merger in exchange for an employee stock option to acquire 60,000 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.

7. Received in the Merger in exchange for an employee stock option to acquire 30,000 shares of AMIS for $14.28 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.

Remarks:

Judith A. Boyle is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached herein as an exhibit., klosterboer2008poa.TXT

	Judith A. Boyle, Attorney-in-Fact	03/19/2008
	** Signature of Reporting Person	Date
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