| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 144 |
OMB APPROVAL | |||||||
| OMB Number: | 3235-0101 | |||||||
| Expires: | December 31, 2009 | |||||||
| Estimated average burden | ||||||||
| hours per response | 2.00 | |||||||
| NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 |
SEC USE ONLY | |||||||
| DOCUMENT SEQUENCE NO.
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| ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. |
CUSIP NUMBER | |||||||
| WORK LOCATION
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| 1(a) NAME OF ISSUER (Please type or print) ON Semiconductor Corporation |
(b) IRS IDENT. NO. 36-3840979
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(c) S.E.C. FILE NO. 000-30419 | ||||||
| 1(d) ADDRESS OF ISSUER | STREET | CITY |
STATE | ZIP CODE | (e) TELEPHONE NO. | |||||||
| Phoenix |
AZ | 85008 | AREA CODE | NUMBER | ||||||||
| 5005 East McDowell Road | 602 | 244-6600 | ||||||||||
| 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD TPG ON Holdings LLC |
(b) IRS IDENT. NO.
75-2954592 |
(c) RELATIONSHIP TO ISSUER Affiliate |
(d) ADDRESS |
STREET 301 Commerce Street, Suite 3300 |
CITY Fort Worth |
STATE TX |
ZIP CODE 76102 |
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3(a) |
(b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) | |||||||||||||||||||||||||||||||
| Title of the Class of Securities To Be Sold |
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities |
Broker-Dealer File Number |
Number of Shares or Other Units To Be Sold (See Instr. 3(c)) |
Aggregate Market Value (See Instr. 3(d)) |
Number of Shares or Other Units Outstanding (See Instr. 3(e)) |
Approximate Date of Sale (See Instr. 3(f)) (MO. DAY YR.) |
Name of Each Securities Exchange (See Instr. 3(g)) | |||||||||||||||||||||||||||||||
| Common |
Merrill Lynch 600 California St, 15th Floor San Francisco CA 94108 |
1,238,000 | 13.61MM | 292,439,000 | 5/23/07 | NASDAQ | ||||||||||||||||||||||||||||||||
INSTRUCTIONS:
| 1. |
(a) | Name of issuer | ||
| (b) | Issuer’s I.R.S. Identification Number | |||
| (c) | Issuer’s S.E.C. file number, if any | |||
| (d) (e) |
Issuer’s address, including zip code Issuer’s telephone number, including area code | |||
| 2. |
(a) | Name of person for whose account the securities are to be sold | ||
| (b)
|
Such person’s I.R.S. identification number, if such person is an entity | |||
| (c) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | |||
| (d) | Such person’s address, including zip code | |||
| 3. | (a) | Title of the class of securities to be sold | ||
| (b) | Name and address of each broker through whom the securities are intended to be sold | |||
| (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | |||
| (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer Approximate date on which the securities are to be sold | |||
| (f) | ||||
| (g) | Name of each securities exchange, if any, on which the securities are intended to be sold |
TABLE I—SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
| Title of the Class |
Date you Acquired |
Nature of Acquisition Transaction | Name of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment | ||||||||||||||
| Common
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11/18/05 | Consideration for early conversion of securities. | Issuer | 3,949,126 | 11/18/05 | Consideration for early conversion of securities. | ||||||||||||||
| INSTRUCTIONS: | If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. | |||||||||||||||||||
| TABLE II—SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold |
Gross Proceeds | ||||||||||||||||
| TPG ON Holdings LLC 301 Commerce Street, Suite 3300 Forth Worth, TX 76102-4133
TPG Semiconductor Holdings LLC 301 Commerce Street, Suite 3300 Forth Worth, TX 76102-4133
|
Common | 5/11/07 | 49,184,272 (see Remarks below) |
$543,486,206 | ||||||||||||||||
| REMARKS: | The 49,184,272 shares of common stock were sold in a SEC-registered resale and therefore are not counted against the volume limitation under Rule 144(e). |
| INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. |
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. | |
| May 23, 2007 DATE OF NOTICE |
/s/ Clive D. Bode (SIGNATURE) | |
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |