SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
OZCELIK TANER

(Last) (First) (Middle)
5005 EAST MCDOWELL ROAD

(Street)
PHOENIX AZ 85008

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2015
3. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ONNN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP&GM, Image Sensor Group
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common 81,718(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 40,859 RSUs awarded on August 20, 2014 with an effctive grant date of September 2, 2014 under the Issuer's Amended and Restated Stock Incentive Plan (the "Plan"), with equal pro rata vesting over a 3-year period beginning on the first anniversary of the grant date. 40,859 PBRSUs awarded on August 20, 2014 with an effective grant date of September 2, 2014 under the Plan. The PBRSU award will vest over a 3-year (twelve quarter) period but only upon the Issuer achieving cerain adjusted non-GAAP EBIDTA performance measurements.
Remarks:
Mark N. Rogers is signing on behalf of Reporting Person pursuant to a Power of Attorney, attached hereto as an exhibit.
Mark N. Rogers, Attorney-in-Fact 02/27/2015
** 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 5 (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.
POWER OF ATTORNEY
(Taner Ozcelik)


	I hereby appoint George H. Cave, Mark N. Rogers and Bernard
Gutmann, and each of them, attorney-in-fact for me, each with full
power of substitution, to prepare, execute and deliver on my behalf
reports required to be filed by me pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended ("Section 16"), and Rule
144 and Rule 145 under the Securities Act of 1933 (singly or collectively
("Rule 144")), and any and all related documents and instruments.
Among other things, each attorney-in-fact is authorized to file
original reports (either electronically or otherwise), signed by me
or on my behalf, on Forms 3, 4 and 5, and Form 144 with the Securities
and Exchange Commission, any and all related documents and instruments,
and to provide any necessary copies of such signed forms, documents and
instruments to The NASDAQ Stock Market and ON Semiconductor Corporation
as required by the rules under Section 16 and Rule 144 as in effect from
time to time.

	This power of attorney is effective from the date hereof until
April 15, 2016, unless earlier revoked or terminated.

Dated: February 20, 2015



/s/ Taner Ozcelik
Taner Ozcelik