SC 13G/A

NAMES OF REPORTING PERSONS

Spring Creek Capital, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-21-041042.txt : 20210212 0001193125-21-041042.hdr.sgml : 20210212 20210212140055 ACCESSION NUMBER: 0001193125-21-041042 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 GROUP MEMBERS: BEAVERHEAD CAPITAL, LLC GROUP MEMBERS: KOCH HOLDINGS, LLC GROUP MEMBERS: KOCH INDUSTRIES, INC. GROUP MEMBERS: SCC HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ON SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001097864 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 363840979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60483 FILM NUMBER: 21625490 BUSINESS ADDRESS: STREET 1: 5005 EAST MCDOWELL ROAD CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 6022446600 MAIL ADDRESS: STREET 1: 5005 EAST MCDOWELL ROAD CITY: PHOENIX STATE: AZ ZIP: 85008 FORMER COMPANY: FORMER CONFORMED NAME: SCG HOLDING CORP DATE OF NAME CHANGE: 19991027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRING CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001451531 IRS NUMBER: 030572769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168288310 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 SC 13G/A 1 d128444dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ON SEMICONDUCTOR CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

682189105

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

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

☐ 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).

CUSIP: 682189105

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CUSIP: 682189105

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CUSIP: 682189105

Page 4 of 10

CUSIP: 682189105

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CUSIP: 682189105

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CUSIP: 682189105

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Item 1(a). Name of Issuer: ON Semiconductor Corporation (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 5005 E. McDowell Road, Phoenix, Arizona 85008

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC Holdings”)

Beaverhead Capital, LLC (“Beaverhead Capital”)

Koch Holdings, LLC (“Koch Holdings”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

4111 E. 37^th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e). CUSIP No.: 682189105.

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: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: None of the Reporting Persons beneficially own shares.

(b) Percent of class: 0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

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 [X].

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.

CUSIP: 682189105

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Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 682189105

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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.

Dated: February 12, 2021


Spring Creek Capital, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

SCC Holdings, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

Beaverhead Capital, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

Koch Holdings, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Assistant Secretary

Koch Industries, Inc.

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Assistant Secretary

CUSIP: 682189105

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EXHIBIT INDEX


Exhibit Number		Title

99.1		Joint Filing Agreement

EX-99.1 2 d128444dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G Amendment No. 1 filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.01 par value per share, of ON Semiconductor Corporation (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Dated: February 12, 2021
	Spring Creek Capital, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Secretary

	SCC Holdings, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Secretary

	Beaverhead Capital, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Secretary

	Koch Holdings, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Assistant Secretary

	Koch Industries, Inc.

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Assistant Secretary