Statement of Changes in Beneficial Ownership (4)
February 24 2021 - 5:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wright Emory |
2. Issuer Name and Ticker or Trading Symbol
ALIGN TECHNOLOGY INC
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ALGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Global Operations |
(Last)
(First)
(Middle)
C/O ALIGN TECHNOLOGY, 2820 ORCHARD PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2021 |
(Street)
SAN JOSE, CA 95131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/20/2021 | | M | | 12017 | A | $0.00 | 14073 | D | |
Common Stock | 2/20/2021 | | F | | 6484 | D | $599.25 | 7589 | D | |
Common Stock | 2/23/2021 | | G | | 2056 | D | $0.00 | 5533 | D | |
Common Stock | | | | | | | | 8928 | I | By Trust for Child (1) |
Common Stock | | | | | | | | 7087 | I | By Trust for Child (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | $0.0001 (2) | 2/20/2021 | | M | | | 1750 | (3) | (3) | Common Stock | 1750 | $0.00 | 0 | D | |
Restricted Stock Unit | $0.0001 (2) | 2/20/2021 | | M | | | 525 | (4) | (4) | Common Stock | 525 | $0.00 | 525 | D | |
Restricted Stock Unit | $0.0001 (2) | 2/20/2021 | | M | | | 595 | (5) | (5) | Common Stock | 595 | $0.00 | 1190 | D | |
Restricted Stock Unit | $0.0001 (2) | 2/20/2021 | | M | | | 544 | (6) | (6) | Common Stock | 544 | $0.00 | 1649 | D | |
Market Stock Unit | $0.0001 (2) | 2/20/2021 | | M | | | 8603 | (7) | (7) | Common Stock | 8603 | $0.00 | 0 | D | |
Restricted Stock Unit | $0.0001 (2) | 2/20/2021 | | A | | 1070 | | (8) | (8) | Common Stock | 1070 | $0.00 | 1070 | D | |
Market Stock Unit | $0.0001 (2) | 2/20/2021 | | A | | 5350 | | (9) | (9) | Common Stock | 5350 | $0.00 | 5350 | D | |
Explanation of Responses: |
(1) | Since the Reporting Person's last Form 4, an aggregate of 4,498 shares have been transferred from among the irrevocable trusts for the benefit of the Reporting Person's children. These shares are held in an irrevocable trust for the benefit of a minor child of the Reporting Person. The Reporting Person is a co-trustee of the each trust. |
(2) | Represents par value of ALGN common stock. |
(3) | 1/4th of the restricted stock unit granted on February 20, 2017 became vested on February 20, 2021 and shares were delivered to reporting person on February 22, 2021. |
(4) | 1/4th of the restricted stock unit granted on February 20, 2018 became vested on February 20, 2021 and shares were delivered to reporting person on February 22, 2021. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date. |
(5) | 1/4th of the restricted stock unit granted on February 20, 2019 became vested on February 20, 2021 and shares were delivered to reporting person on February 22, 2021. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date. |
(6) | 1/4th of the restricted stock unit granted on February 20, 2020 became vested on February 20, 2021 and shares were delivered to reporting person on February 22, 2021. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date. |
(7) | The market stock unit granted on February 20, 2018 became fully vested on February 20, 2021. Shares were delivered to reporting person on February 22, 2021. |
(8) | 1/4th of the restricted stock unit granted on February 20, 2021 will become vested on February 20, 2022 and shares will be delivered to reporting person on such vest date. 1/4th of the restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date. |
(9) | Represents the maximum number of shares which may be issued under the market stock unit. 100% of the market stock unit will vest on the last day of the third year of the Performance Period (as defined in the market stock unit agreement). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wright Emory C/O ALIGN TECHNOLOGY 2820 ORCHARD PARKWAY SAN JOSE, CA 95131 |
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| SVP, Global Operations |
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Signatures
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/s/Julie Ann Coletti Attorney-in-Fact for Emory Wright | | 2/24/2021 |
**Signature of Reporting Person | Date |
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