Aurinia Pharmaceuticals Inc. — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G/A 1 tm216026d2_sc13ga.htm SC 13G/A

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SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 1)*

Aurinia Pharmaceuticals Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05156V102

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 17 Pages)

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*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 purposes 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).

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CUSIP No. 05156V102 13G Page 2 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Management, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	6,937,448
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	6,937,448

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,937,448
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

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CUSIP No. 05156V102 13G Page 3 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Associates, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	6,937,448
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	6,937,448

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,937,448
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

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CUSIP No. 05156V102 13G Page 4 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore Master Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	953,756
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	953,756

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	953,756
(10)	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%
(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

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CUSIP No. 05156V102 13G Page 5 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore GP, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	953,756
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	953,756

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	953,756
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%
(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

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CUSIP No. 05156V102 13G Page 6 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Group, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP(see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	3,070,330
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	3,070,330

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,070,330
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.4%
(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

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CUSIP No. 05156V102 13G Page 7 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	Arthur Cohen
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	6,937,448
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	6,937,448

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,937,448
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
(12)	TYPE OF REPORTING PERSON (see instructions)
	IN

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CUSIP No. 05156V102 13G Page 8 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	Joseph Healey
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	6,937,448
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	6,937,448

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,937,448
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
(12)	TYPE OF REPORTING PERSON (see instructions)
	IN

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CUSIP No. 05156V102 13G Page 9 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Sanatate Offshore Master Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	2,046,244
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	2,046,244

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,046,244
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.6%
(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

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CUSIP No. 05156V102 13G Page 10 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor
Offshore II GP, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	2,046,244
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	2,046,244

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,046,244
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.6%
(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

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CUSIP No. 05156V102 13G Page 11 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor
Therapeutics Master Fund, L.P.
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	70,330
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	70,330

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,330
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

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CUSIP No. 05156V102 13G Page 12 of 17 Pages

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(1)	NAMES OF REPORTING PERSONS
	HealthCor Therapeutics GP, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
	0
(6)	SHARED VOTING POWER
	70,330
(7)	SOLE DISPOSITIVE POWER
	0
(8)	SHARED DISPOSITIVE POWER
	70,330

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	70,330
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

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CUSIP No. 05156V102 13G Page 13 of 17 Pages

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Item 1(a).
Aurinia Pharmaceuticals Inc.

Item 1(b).
#1203-4464 Markham Street
Victoria, British Columbia
V8Z7X8

Item 2(a, b, c).
(i) HealthCor Management, L.P., a Delaware limited partnership,
55 Hudson Yards, 28 th Floor, New York, NY 10001;
(ii) HealthCor Associates, LLC, a Delaware limited
liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(iii) HealthCor Offshore Master Fund, L.P., a Cayman
Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(iv) HealthCor Offshore GP, LLC, a Delaware limited
liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(v) HealthCor Group, LLC, a Delaware limited liability company,
55 Hudson Yards, 28 th Floor, New York, NY 10001;
(vi) Joseph Healey, 55 Hudson Yards, 28 th Floor,
New York, NY 10001;
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk,
CT 06854;
(viii) HealthCor Sanatate Offshore Master Fund, L.P.,
a Cayman Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(ix) HealthCor Offshore II GP, LLC, a Delaware limited
liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001;
(x) HealthCor Therapeutics Master Fund, L.P., a
Cayman Islands limited partnership, 55 Hudson Yards, 28 th Floor, New York, NY 10001; and
(xi) HealthCor Therapeutics GP, LLC, a Delaware
limited liability company, 55 Hudson Yards, 28 th Floor, New York, NY 10001.
Both Mr. Healey and Mr. Cohen are United States citizens.
The persons at (i) through (xi) above are collectively
referred to herein as the "Reporting Persons".

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CUSIP No. 05156V102 13G Page 14 of 17 Pages

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Item 2(d). Title of Class of Securities: Common Stock (the "Common Stock")

Item 2(e). CUSIP Number: 05156V102

ITEM 3. Not applicable.

| Item 4. |
| --- |
| The information
required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. Collectively, HealthCor Offshore Master Fund, L.P.,
HealthCor Market Therapeutics Fund, L.P. and HealthCor Sanatate Offshore Master Fund, L.P. (each a "Fund" and
together, the "Funds") are the beneficial owners of a total of 3,070,330 shares of the Common Stock of the Issuer.
In addition, HealthCor Management, L.P. manages separately managed accounts that collectively hold a total of 3,867,118
shares of the Common Stock of the Issuer. |
| HealthCor Offshore GP, LLC is the general partner of
HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common
Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor
Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor
Offshore Master Fund, L.P. |
| HealthCor Offshore II GP, LLC is the general partner
of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor Offshore II GP, LLC may be deemed to beneficially own the
shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the
managing member of HealthCor Offshore II GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that
are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. |
| HealthCor Therapeutics GP, LLC is the general partner
of HealthCor Therapeutics Master Fund, L.P. Accordingly, HealthCor Therapeutics GP, LLC may be deemed to beneficially own the shares
of Common Stock that are beneficially owned by HealthCor Therapeutics Fund, L.P. HealthCor Group, LLC is the managing member of
HealthCor Therapeutics GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially
owned by HealthCor Therapeutics Master Fund, L.P. |

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CUSIP No. 05156V102 13G Page 15 of 17 Pages

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| | By
virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of
all the shares of Common Stock owned by the Funds, as well as those it manages through separately managed accounts. HealthCor
Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares
of Common Stock that are beneficially owned by the Funds or managed through such accounts. |
| --- | --- |
| | As the Managers of HealthCor Associates, LLC, Arthur
Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and
therefore each may be deemed a beneficial owner of such Common Stock. |
| | Each
of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual
pecuniary interest therein. |
| Item 5. | Ownership of Five 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 five percent of the class of
securities, check the following [ ]. |
| Item 6. | Ownership of More than Five 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. Not Applicable |
| Item 8. | Identification and Classification of Members
of the Group. See Exhibit I. |
| Item 9. | Notice of Dissolution of Group. Not Applicable |
| Item 10. | Certification. |
| | 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. |
| Exhibits: | |
| Exhibit I: | Joint Acquisition Statement |

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CUSIP No. 05156V102 13G Page 16 of 17 Pages

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SIGNATURE

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

HEALTHCOR MANAGEMENT, L.P.
By: HealthCor Associates, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

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CUSIP No. 05156V102 13G Page 17 of 17 Pages

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HEALTHCOR OFFSHORE II GP, LLC, for itself and as general partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR THERAPEUTICS GP, LLC, for itself and as general partner of behalf of HEALTHCOR THERAPEUTICS MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel

HEALTHCOR ASSOCIATES, LLC
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
HEALTHCOR GROUP, LLC
/s/ Anabelle P. Gray
Name: Anabelle P. Gray
Title: General Counsel
JOSEPH HEALEY, Individually
/s/ Joseph Healey
ARTHUR COHEN, Individually
/s/ Arthur Cohen

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