UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

ON Semiconductor Corp

 

(Name of Issuer)

Common Stock

 

(Title of Class of Securities)

682189105

 

(CUSIP Number)

December 31, 2012

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 682189105

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Standard Life Investments Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   22,562,705
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   22,562,705
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   22,562,705
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.0%
12		TYPE OF REPORTING PERSON (see instructions)   HC

 

 

Page 2 of 6 pages

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Item 1(a).

Name of issuer:

 

ON Semiconductor Corp.

 

Item 1(b).

Address of issuer’s principal executive offices:

 

5005 East McDowell Road, Phoenix, AZ 85008

 

Item 2(a).

Name of person filing:

 

Standard Life Investments Limited

 

Item 2(b).

Address or principal business office or, if none, residence:

 

One George Street, Edinburgh EH2 2LL

 

Item 2(c).

Citizenship:

 

United Kingdom

 

Item 2(d).

Title of class of securities:

 

Common Stock

 

Item 2(e).

CUSIP No.: 682189105

 

Page 3 of 6 pages

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Item 3.

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

(a)  ¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)  ¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)  ¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)  ¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

 

(e)  ¨

An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

 

(f)  ¨

An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

 

(g)  x

A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

 

(h)  ¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)  ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

 

(j)  ¨

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)  ¨

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 22,562,705

 

(b)

Percent of class: 5.0%.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote 22,562,705.

 

(ii)

Shared power to vote or to direct the vote 0.

 

(iii)

Sole power to dispose or to direct the disposition of 22,562,705.

 

(iv)

Shared power to dispose or to direct the disposition of 0.

Standard Life Investments Limited has delegated certain day-to-day voting and dispositive powers with respect to the share of Common Stock reported herein to Standard Life Investments (Corporate Funds) Limited and Standard Life Investments (USA) Limited, each of which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended.

 

 

Page 4 of 6 pages

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Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

 

Page 5 of 6 pages

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Page 6 of 6 pages