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*
COLPITTS BERNARD RAYMOND JR

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

(Street)
PHOENIX AZ 85008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ON SEMICONDUCTOR CORP [ ON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2022
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)
Code V Amount (A) or (D) Price
Common 08/19/2022 A 1,178(1) A $0.0000 25,266(2) D
Common 08/19/2022 F 357(3) D $72.53 24,909 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents performance-based restricted stock units, granted under the Issuer's Amended and Restated Stock Incentive Plan on August 19, 2021, for which the Reporting Person has satisfied the applicable performance conditions. The award was for no consideration other than service as an officer of the Issuer.
2. Includes an additional 105 shares that were acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan since his last Section 16 filing.
3. Represents shares withheld to cover taxes due upon the vesting of restricted stock units.
Remarks:
Pamela L. Tondreau is signing on behalf of the Reporting Person pursuant to a Power of Attorney attached hereto as Exhibit 24.
/s/ Pamela L. Tondreau, Attorney-in-Fact 08/22/2022
** 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.
Exhibit 24

POWER OF ATTORNEY
(Bernard R. Colpitts, Jr.)


	I hereby appoint Pamela L. Tondreau, Thad Trent, Paul Dutton, Hope M. Spencer,
and Joshua B. Naftulin, 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, as amended (singly or collectively, "Rule 144"),
and any and all related documents and instruments.

	Among other things, each attorney-in-fact is authorized to: execute and deliver
  on my behalf the Form ID (Uniform Application for Access Codes to File on
EDGAR) and any amendments or renewals thereto; 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; and seek or obtain, as my representative and
on my behalf, information concerning transactions in or with respect to the
securities of ON Semiconductor Corporation from any third party, including
brokers, employee benefit plan administrators and trustees, knowing that I
hereby authorize any such person to release any such information to the
attorney-in-fact and approve any such release of information.

	This power of attorney is effective from the date hereof and shall remain in
effect until revoked or terminated.

Dated: July 18, 2022

/s/ BERNARD R. COLPITTS, JR.
Bernard R. Colpitts, Jr.