NELSON WILLIAM JOHN 4
4 · ON SEMICONDUCTOR CORP · Filed May 7, 2012
Insider Transaction Report
Form 4
NELSON WILLIAM JOHN
Exec VP & COO
Transactions
- Award
Common
2012-05-03$8.39/sh+106,366$892,411→ 748,327 total - Tax Payment
Common
2012-05-03$8.39/sh−43,815$367,608→ 704,512 total
Footnotes (2)
- [F1]This transaction reports the acquisition, effective May 3, 2012, of 106,366 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 1,276,383 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009, subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award, which vested generally over a three-year (twelve quarter) period upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement, is now fully vested.
- [F2]This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On May 3, 2012, certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.