| (1) | Rule
457(f) Fee Calculation Details
This
registration statement relates to the registration of the maximum number of
shares of common stock, par value $0.01 per share, of ON Semiconductor
Corporation (“onsemi” and such common stock, “onsemi Common Stock”) estimated
to be issuable by onsemi pursuant to the merger described in this registration
statement and the Agreement and Plan of Reorganization, dated as of June 25,
2026 (as may be amended, restated, supplemented or otherwise modified from time
to time, the “Merger Agreement”), by and among onsemi, Sonic Acquisition Corp.
and Synaptics Incorporated (“Synaptics”).
The
amount in the “Amount Registered” column represents the maximum number of
shares of onsemi Common Stock estimated to be issuable at the effective time
(as defined in this registration statement). The number of shares of onsemi
Common Stock being registered is based on: (1) 56,684,018, which represents (a)
the maximum number of shares of common stock, par value $0.001 per share, of Synaptics
(“Synaptics Common Stock”) estimated to be outstanding immediately prior to the
merger described in this registration statement and in the Merger Agreement
(calculated as the sum of an estimate of the maximum number of shares of Synaptics
Common Stock outstanding as of August 20, 2026, and the number of shares of Synaptics
Common Stock issuable or expected to be issued, converted or exchanged
(including in respect of Synaptics’ equity awards (including Company
Accelerated RSUs, Company Accelerated PSUs and Company Accelerated MSUs, in
each case as defined in the Merger Agreement)) in connection with the merger),
multiplied by (b) the exchange ratio of 1.350 shares of onsemi Common Stock for
each share of Synaptics Common Stock entitled to receive onsemi Common Stock in
the merger; and (2) 4,764,569, which represents (a) the maximum
number of shares of Synaptics Common Stock issuable in respect of Company
Converted RSUs, Company Converted PSUs and Company Converted MSUs (in each
case, as defined in the Merger Agreement), multiplied by (b) the exchange ratio
of 1.350.
The
“Maximum Aggregate Offering Price” is estimated solely for the purpose of
calculating the registration fee required by Section 6(b) of the Securities Act
(as defined in this registration statement) and calculated in accordance with
Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act, based on $4,522,160,743.85,
the market value of the estimated maximum number of shares of Synaptics Common
Stock that may be canceled and exchanged in the merger (as set forth in the
preceding paragraph), as established by the average of the high and low sales
prices of Synaptics Common Stock on Nasdaq (as defined in this registration
statement) on August 20, 2026, of $99.35. |