0001104659-20-113903.txt : 20201009 0001104659-20-113903.hdr.sgml : 20201009 20201009160513 ACCESSION NUMBER: 0001104659-20-113903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201009 DATE AS OF CHANGE: 20201009 GROUP MEMBERS: CHIN KYU HUH GROUP MEMBERS: ILJIN C&S CO., LTD. GROUP MEMBERS: ILJIN SEMICONDUCTOR CO., LTD. GROUP MEMBERS: ILJIN STEEL CO., LTD. GROUP MEMBERS: SAE KYOUNG HUH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aurinia Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001600620 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88628 FILM NUMBER: 201233242 BUSINESS ADDRESS: STREET 1: #1203-4464 MARKHAM STREET CITY: VICTORIA BC STATE: A1 ZIP: V8Z 7X8 BUSINESS PHONE: 250-708-4272 MAIL ADDRESS: STREET 1: #1203-4464 MARKHAM STREET CITY: VICTORIA BC STATE: A1 ZIP: V8Z 7X8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILJIN SNT Co., Ltd. CENTRAL INDEX KEY: 0001772596 IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ILJIN BUILDING, 45 MAPO-DAERO, MAPO-GU CITY: SEOUL STATE: M5 ZIP: 121-716 BUSINESS PHONE: 82-2-707-9742 MAIL ADDRESS: STREET 1: ILJIN BUILDING, 45 MAPO-DAERO, MAPO-GU CITY: SEOUL STATE: M5 ZIP: 121-716 SC 13D/A 1 tm2032873d1_sc13d.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. 8)

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)

October 7, 2020

(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

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) ILJIN SNT Co., Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 6,793,847 *
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 6,793,847 *
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,793,847 *
	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) 5.4%**
	14.	Type of Reporting Person (See Instructions) CO

* Consists of: (i) 6,127,181 Common Shares held by ILJIN SNT and (ii) 666,666 Common Shares issuable to ILJIN SNT upon the exercise of presently-exercisable warrants.

** Based on (i) 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020, plus (ii) 666,666 Common Shares underlying presently-exercisable warrants held by ILJIN SNT, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of ILJIN SNT.

CUSIP No. 05156V102

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) ILJIN Semiconductor Co., Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 988,887
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 988,887
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 988,887
	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) CO

* Based on 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020.

CUSIP No. 05156V102

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) ILJIN Steel Co., Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 1,621,271
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 1,621,271
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,621,271
	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) 1.3%*
	14.	Type of Reporting Person (See Instructions) CO

* Based on 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020.

CUSIP No. 05156V102

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) ILJIN C&S Co., Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,793,847 *
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,793,847 *
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,793,847 *
	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) 5.4% **
	14.	Type of Reporting Person (See Instructions) CO

*Consists of: (i) 6,127,181 Common Shares held by ILJIN SNT and (ii) 666,666 Common Shares issuable to ILJIN SNT upon the exercise of presently-exercisable warrants.

** Based on 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020, plus (ii) 666,666 Common Shares underlying presently-exercisable warrants held by ILJIN SNT, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of ILJIN SNT.

CUSIP No. 05156V102

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) Sae Kyoung Huh
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 988,887*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 988,887*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 988,887*
	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) IN

* Represents Common Shares held by ILJIN SM.

** Based on 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020.

CUSIP No. 05156V102

	1.	Name of Reporting Person I.R.S. Identification No. of above person (entities only) (voluntary) Chin Kyu Huh
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not Applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization South Korea
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,354,918
			8.	Shared Voting Power 8,415,118 *
			9.	Sole Dispositive Power 3,354,918
			10.	Shared Dispositive Power 8,415,118 *
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,770,036 **
	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) 9.3% ***
	14.	Type of Reporting Person (See Instructions) IN

*Consists of: (i) 6,127,181 Common Shares held by ILJIN SNT, (ii) 666,666 Common Shares issuable to ILJIN SNT upon the exercise of presently-exercisable warrants and (iii) 1,621,271 Common Shares held by ILJIN Steel.

** Consists of: (i) 3,354,918 Common Shares held by Mr. Huh, (ii) 6,127,181 Common Shares held by ILJIN SNT, (iii) 666,666 Common Shares issuable to ILJIN SNT upon the exercise of presently-exercisable warrants and (iv) 1,621,271 Common Shares held by ILJIN Steel.

*** Based on (i) 126,252,000 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 11, 2020, plus (ii) 666,666 Common Shares underlying presently-exercisable warrants held by ILJIN SNT, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of ILJIN SNT.

CUSIP No. 05156V102

AMENDMENT NO. 8 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 and Amendment No. 7 thereto filed on July 23, 2020 (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. 8 to Schedule 13D.

(c) On September 15, 2020 Iljin SNT sold 21,316 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.03 per share. Such shares were sold in multiple transactions at prices ranging from $15.00 to $15.05. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

On September 16, 2020 Iljin SNT sold 140,553 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.10 per share. Such shares were sold in multiple transactions at prices ranging from $15.00 to $15.17. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

On September 17, 2020 Iljin SNT sold 48,464 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.01 per share. Such shares were sold in multiple transactions at prices ranging from $15.00 to $15.04. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

On September 21, 2020 Iljin SNT sold 48,458 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.09 per share. Such shares were sold in multiple transactions at prices ranging from $15.00 to $15.15. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

CUSIP No. 05156V102

On October 7, 2020 Iljin SNT sold 200,000 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.35 per share. Such shares were sold in multiple transactions at prices ranging from $15.20 to $15.62. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

On October 8, 2020 Iljin SNT sold 172,700 Common Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $15.57 per share. Such shares were sold in multiple transactions at prices ranging from $15.50 to $15.69. Iljin SNT undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each such range.

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: October 9, 2020	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 C&S 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