SEC Form SC 13D/A filed by Aurinia Pharmaceuticals Inc (Amendment)

1/6/23 4:30:09 PM ET

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SC 13D/A 1 tm232472d1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Aurinia Pharmaceuticals Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

05156V102

(CUSIP Number)

ILJIN SNT Co., Ltd.

(Dohwa-dong), 45 Maop-daero, Mapo-gu

Seoul, Korea 121-716

Attention: Young Hwa Kim

+82-2-707-9137

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 6, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

The information required on 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 No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

ILJIN SNT Co., Ltd.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

6,060,290

Sole Dispositive Power

10.

Shared Dispositive Power

6,060,290

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

6,060,290

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

4.3%*

14.

Type of Reporting Person (See Instructions)

* Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.

CUSIP No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

ILJIN Semiconductor Co., Ltd.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

14.

Type of Reporting Person (See Instructions)

CUSIP No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

ILJIN Steel Co., Ltd.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

1,123,608

Sole Dispositive Power

10.

Shared Dispositive Power

1,123,608

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,123,608

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

0.8%*

14.

Type of Reporting Person (See Instructions)

CUSIP No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

ILJIN GLS Co., Ltd.*

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

6,060,290 **

Sole Dispositive Power

10.

Shared Dispositive Power

6,060,290 **

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

6,060,290 **

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

4.3% ***

14.

Type of Reporting Person (See Instructions)

* Formerly known as ILJIN C&S Co., Ltd.

** Represents Common Shares held by ILJIN SNT.

*** Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.

CUSIP No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

Sae Kyoung Huh

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

1,445,480

Shared Voting Power

Sole Dispositive Power

1,445,480

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,445,480

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

1.0%*

14.

Type of Reporting Person (See Instructions)

CUSIP No. 05156V102

Name of Reporting Person
I.R.S. Identification No. of above person (entities only) (voluntary)

Chin Kyu Huh

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Not Applicable, PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

South Korea

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power

Shared Voting Power

7,183,898 *

Sole Dispositive Power

10.

Shared Dispositive Power

7,183,898 *

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

7,183,898 *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11)

5.1% **

14.

Type of Reporting Person (See Instructions)

* Consists of (i) 6,060,290 Common Shares held by ILJIN SNT and (ii) 1,123,608 Common Shares held by ILJIN Steel.

** Based on 142,109,703 shares outstanding as of November 2, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 3, 2022.

CUSIP No. 05156V102

AMENDMENT NO. 12 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Shares on April 8, 2019, Amendment No. 1 thereto filed on June 4, 2019, Amendment No. 2 thereto filed on November 13, 2019, Amendment No. 3 thereto filed on December 6, 2019, Amendment No. 4 thereto filed on December 9, 2019, Amendment No. 5 thereto filed on December 10, 2019, Amendment No. 6 thereto filed on December 18, 2019, Amendment No. 7 thereto filed on July 23, 2020, Amendment No. 8 thereto filed on October 9, 2020, Amendment No. 9 thereto filed on January 26, 2021, Amendment No. 10 thereto filed on January 27, 2021 and Amendment No. 11 thereto filed on March 3, 2022 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

The following item of the Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated to read as follows:

(a)-(b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 12 to Schedule 13D.

(c) On January 6, 2023 Mr. Chin Kyu Huh transferred, by way of a gift and without any consideration, 1,445,480 Common Shares to Ms. Sae Kyoung Huh.

CUSIP No. 05156V102

SIGNATURE

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

Dated: January 6, 2023	ILJIN SNT CO., LTD.

	By:	/s/ Young Hwa Kim
		Name:	Young Hwa Kim
		Title:	Authorized Signatory

	ILJIN SEMICONDUCTOR CO., LTD.

	By:	/s/ Young Hwa Kim
		Name:	Young Hwa Kim
		Title:	Authorized Signatory

	ILJIN STEEL CO., LTD.

	By:	/s/ Young Hwa Kim
		Name:	Young Hwa Kim
		Title:	Authorized Signatory

	ILJIN GLS CO. LTD.

	By:	/s/ Young Hwa Kim
		Name:	Young Hwa Kim
		Title:	Authorized Signatory

	/s/ Chin Kyu Huh
	Chin Kyu Huh

	/s/ Sae Kyoung Huh
	Sae Kyoung Huh

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Date	Price Target	Rating	Analyst
11/4/2022		Outperform → Perform	Oppenheimer
5/5/2022	$34.00 → $25.00	Overweight	Cantor Fitzgerald
3/8/2022	$30.00 → $22.00	Outperform	SVB Leerink
3/1/2022	$31.00 → $27.00	Outperform	RBC Capital
2/23/2022	$34.00 → $31.00	Outperform	RBC Capital
12/10/2021	$33.00 → $31.00	Perform → Outperform	Oppenheimer
11/4/2021	$32.00 → $33.00	Perform	Oppenheimer
11/4/2021	$35.00 → $40.00	Buy	HC Wainwright & Co.

SEC Form SC 13D/A filed by Aurinia Pharmaceuticals Inc (Amendment)

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