Item 8.01. Other Events.

On May 11, 2021, ON Semiconductor Corporation issued a press release announcing the pricing of an offering of $700 million aggregate principal amount of its 0% Convertible Senior Notes due 2027 in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits.

The following exhibits are filed with this report.





Exhibit No.       Description

99.1                Press Release dated May 11, 2021

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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