SEC Form SC 13D/A filed by Aurinia Pharmaceuticals Inc (Amendment)
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. 14)
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)
May 10, 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. ¨
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
|
1.
|
Name
of Reporting Person
ILJIN SNT Co., Ltd. | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number
of |
7.
|
Sole Voting Power
0 | ||
8.
|
Shared Voting Power
6,060,290 | |||
9.
|
Sole Dispositive Power
0 | |||
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) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.2%* | ||
|
14.
|
Type of Reporting Person (See Instructions)
CO | ||
* Based on 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
2
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
ILJIN Semiconductor Co., Ltd. | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number
of |
7.
|
Sole Voting Power
0 | ||
8.
|
Shared Voting Power
0 | |||
9.
|
Sole Dispositive Power
0 | |||
10.
|
Shared Dispositive Power
0 | |||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | ||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0 | ||
|
14.
|
Type of Reporting Person (See Instructions)
CO | ||
3
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
ILJIN Steel Co., Ltd. | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number
of |
7.
|
Sole Voting Power
0 | ||
8.
|
Shared Voting Power
1,123,608 | |||
9.
|
Sole Dispositive Power
0 | |||
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) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.8%* | ||
|
14.
|
Type of Reporting Person (See Instructions)
CO | ||
* Based on 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
4
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
ILJIN GLS Co., Ltd.* | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number
of |
7.
|
Sole Voting Power
0 | ||
8.
|
Shared Voting Power
6,060,290 ** | |||
9.
|
Sole Dispositive Power
0 | |||
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) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.2% *** | ||
|
14.
|
Type of Reporting Person (See Instructions)
CO | ||
* Formerly known as ILJIN C&S Co., Ltd.
** Represents Common Shares held by ILJIN SNT.
*** Based on 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
5
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
Sae Kyoung Huh | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number of
|
7.
|
Sole Voting Power
722,740 | ||
8.
|
Shared Voting Power
0 | |||
9.
|
Sole Dispositive Power
722,740 | |||
10.
|
Shared Dispositive Power
0 | |||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
722,740 | ||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.5%* | ||
|
14.
|
Type of Reporting Person (See Instructions)
IN | ||
* Based on 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
6
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
Seoung Eun Huh | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number of
|
7.
|
Sole Voting Power
625,933 | ||
8.
|
Shared Voting Power
0 | |||
9.
|
Sole Dispositive Power
625,933 | |||
10.
|
Shared Dispositive Power
0 | |||
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
625,933 | ||
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.4%* | ||
|
14.
|
Type of Reporting Person (See Instructions)
IN | ||
* Based on 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
7
CUSIP No. 05156V102
|
1.
|
Name
of Reporting Person
Chin Kyu Huh | ||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
|
3.
|
SEC Use Only
| ||
|
4.
|
Source of Funds (See Instructions) | ||
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
|
6.
|
Citizenship or Place of Organization | ||
Number of
|
7.
|
Sole Voting Power
0 | ||
8.
|
Shared Voting Power
7,183,898 * | |||
9.
|
Sole Dispositive Power
0 | |||
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) ¨ | ||
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.0% ** | ||
|
14.
|
Type of Reporting Person (See Instructions)
IN | ||
* 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 143,034,009 shares outstanding as of May 3, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2023 filed with the Securities and Exchange Commission on May 4, 2023.
8
CUSIP No. 05156V102
AMENDMENT NO. 13 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, Amendment No. 11 thereto filed on March 3, 2022, Amendment No. 12 filed on January 6, 2023 and Amendment No. 13 filed on January 20, 2023 (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 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
On May 10, 2023, Iljin SNT Co., Ltd. (“ILJIN”) delivered a letter to the Issuer’s Board of Directors to express its concerns regarding the composition of the Issuer’s board of directors. In the letter, ILJIN advised that it intends to vote “Withhold” against nominees Milne, Hagan, Jayne, Billen, Mackay-Dunn, Leversage and Balakrishnan.
The foregoing description of the letter does not purport to be complete and is qualified in its entirety by reference to the full text of the letter, which is filed as Exhibit 99.1, and is incorporated herein by reference.
The Reporting Persons do not intend to engage in a control transaction, or any contested solicitation for the election of directors, with respect to the Issuer.
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. 14 to Schedule 13D.
(c) On March 29, 2023, Ms. Seoung Eun Huh sold 96,807 Common Shares in an open market broker transaction at a price of $10.10 per share.
Item 7. Materials to be Filed as Exhibits
| Exhibit 99.1 | Letter to Board of Directors, dated May 10, 2023 |
9
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: May 10, 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 | |||
| /s/ Seoung Eun Huh | |||
| Seoung Eun Huh | |||