SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

(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. 14)

 

 

Align Technology, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

016255101

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 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. 016255101   13G/A   Page 2 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Grant Gund, as trustee for the Gordon Gund—Grant Gund #2 Trust, the Grant Gund 1999 Trust, the Gordon Gund—Grant Gund GST Article III Trust, the Gordon Gund—Grant Gund GST Article III-A Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust and the 2011 Grant Gund Descendants’ Trust and as sole manager of OLK Investments LLC and OLK Brookfield LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

952,904

   6   

SHARED VOTING POWER

 

218,507

   7   

SOLE DISPOSITIVE POWER

 

952,904

   8   

SHARED DISPOSITIVE POWER

 

218,507

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,171,411

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 3 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

G. Zachary Gund, as trustee for the Gordon Gund—G. Zachary Gund #2 Trust, the Z Coppermine Trust, the Gordon Gund—G. Zachary Gund GST Article III Trust, the Gordon Gund—G. Zachary Gund GST Article III-A Trust, the G. Zachary Gund Descendants’ Trust and the Georgia Swift Gund Gift Trust and as sole manager of GCG Investments LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

1,045,788

   6   

SHARED VOTING POWER

 

381,000

   7   

SOLE DISPOSITIVE POWER

 

1,045,788

   8   

SHARED DISPOSITIVE POWER

 

381,000

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,426,788

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.8%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 4 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Gordon Gund, as the sole trustee for the Gordon and Llura Gund Foundation and as sole manager of Gund CLAT Investments, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

1,277,892

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,277,892

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,277,892

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.6%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 5 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Rebecca H. Dent, as trustee for the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust, the Georgia Swift Gund Gift Trust, the G. Zachary Gund Descendants Trust and the 2011 Grant Gund Descendants’ Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

599,507

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

599,507

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

599,507

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 6 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Gail Barrows, as trustee for the Anna Barrows Beakey 1998 Trust and the Katharine Barrows Dadagian 1998 Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0-

   6   

SHARED VOTING POWER

 

33,334

   7   

SOLE DISPOSITIVE POWER

 

-0-

   8   

SHARED DISPOSITIVE POWER

 

33,334

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

33,334

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.04%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 7 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Anna Barrows Beakey, as trustee for the Anna Barrows Beakey 1998 Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0-

   6   

SHARED VOTING POWER

 

16,667

   7   

SOLE DISPOSITIVE POWER

 

-0-

   8   

SHARED DISPOSITIVE POWER

 

16,667

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,667

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.02%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 8 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Katharine Barrows Dadagian, as trustee for the Katharine Barrows Dadagian 1998 Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0-

   6   

SHARED VOTING POWER

 

16,667

   7   

SOLE DISPOSITIVE POWER

 

-0-

   8   

SHARED DISPOSITIVE POWER

 

16,667

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,667

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.02%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 9 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Dionis Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0-

   6   

SHARED VOTING POWER

 

226,250

   7   

SOLE DISPOSITIVE POWER

 

-0-

   8   

SHARED DISPOSITIVE POWER

 

226,250

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

226,250

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP NO. 016255101   13G/A   Page 10 of 14 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Valentine Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

-0-

   6   

SHARED VOTING POWER

 

574,550

   7   

SOLE DISPOSITIVE POWER

 

-0-

   8   

SHARED DISPOSITIVE POWER

 

574,550

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

574,550

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7%

12  

TYPE OF REPORTING PERSON

 

IN

 


CUSIP NO. 016255101   13G/A   Page 11 of 14 Pages

 

This Amendment No. 14 (“Amendment No. 14”) amends and supplements the Schedule 13G as originally filed by Llura L. Gund, Grant Gund, G. Zachary Gund, Gordon Gund, Richard T. Watson, Rebecca H. Dent, George Gund III and Gail Barrows on September 25, 2002, the Amendment No. 1 filed on November 25, 2002, the Amendment No. 2 filed on February 17, 2004, the Amendment No. 3 filed on February 14, 2005, the Amendment No. 4 filed on February 7, 2006, the Amendment No. 5 filed on February 14, 2007, the Amendment No. 6 filed on February 13, 2009, the Amendment No. 7 filed on February 13, 2013, the Amendment No. 8 filed on February 14, 2014, the Amendment No. 9 filed on February 9, 2016, the Amendment No. 10 filed on February 9, 2017, the Amendment No. 11 filed on February 8, 2018, the Amendment No. 12 filed on February 11, 2019 and the Amendment No. 13 filed on February 7, 2020 (as so amended, the “Schedule 13G”). Capitalized terms used but not defined in this Amendment No. 14 have the respective meaning ascribed to them in the Schedule 13G.

Item 2 (a) of the Schedule 13G, “Identity and Background,” is hereby amended by deleting the last paragraph thereof and inserting the following:

The Reporting Persons, in the aggregate, beneficially own 4,710,225 shares of Common Stock or 6.0% of the outstanding Common Stock of the Issuer based on 78,850,392 shares outstanding as of October 23, 2020 as reported in the Quarterly Report on Form 10-Q of the Issuer for the period ended September 30, 2020. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that a group exists within the meaning of the Exchange Act.

Item 4 of the Schedule 13G, “Ownership” is hereby amended and restated in its entirety as follows:

Pursuant to the Exchange Act and regulations thereunder, the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 4,710,225 shares of Common Stock, which represents 6.0% of the outstanding Common Stock of the Issuer.

Grant Gund may be deemed to have beneficial ownership in the aggregate of 1,171,411 shares of Common Stock, which constitutes 1.5% of the outstanding Common Stock of the Issuer. Of these shares, Grant Gund has sole power to vote and sole power to dispose of an aggregate of 952,904 shares of Common Stock by virtue of his position as the sole manager or trustee or investment trustee of certain entities listed below and may be deemed to have shared power to vote and shared power to dispose of 218,507 shares of Common Stock by virtue of his position as co-trustee of certain trusts as listed below:

 

Gordon Gund—Grant Gund #2 Trust (Mr. Grant Gund serves as investment trustee)

     305,379  

Grant Gund 1999 Trust (Mr. Grant Gund serves as sole trustee)

     122,160  

OLK Investments LLC (Mr. Grant Gund serves as sole manager)

     80,516  

OLK Brookfield LLC (Mr. Grant Gund serves as sole manager)

     25,500  

Gordon Gund—Grant Gund GST Article III Trust (Mr. Grant Gund serves as investment trustee)

     312,349  

Gordon Gund—Grant Gund GST Article III-A Trust (Mr. Grant Gund serves as investment trustee)

     107,000  

Llura Blair Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     50,165  

Grant Owen Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     50,165  

Kelsey Laidlaw Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     70,670  

2011 Grant Gund Descendants’ Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     47,507  


CUSIP NO. 016255101   13G/A   Page 12 of 14 Pages

 

G. Zachary Gund may be deemed to have beneficial ownership in the aggregate of 1,426,788 shares of Common Stock, which constitutes 1.8% of the outstanding Common Stock of the Issuer. Of these shares, G. Zachary Gund has sole power to vote and sole power to dispose of 1,045,788 shares of Common Stock by virtue of his position as the sole manager or trustee or investment trustee of certain entities listed below and may be deemed to have shared power to vote and shared power to dispose of 381,000 shares by virtue of his position as co-trustee for certain trusts as indicated below:

 

Gordon Gund—G. Zachary Gund #2 Trust (Mr. G. Zachary Gund serves as investment trustee)

     377,999  

Z Coppermine Trust (Mr. G. Zachary Gund serves as sole trustee)

     176,066  

GCG Investments LLC (Mr. G. Zachary Gund serves as sole manager)

     17,750  

Gordon Gund—G. Zachary Gund GST Article III Trust (Mr. G. Zachary Gund serves as investment trustee)

     366,973  

Gordon Gund—G. Zachary Gund GST Article III-A Trust (Mr. G. Zachary Gund serves as investment trustee)

     107,000  

G. Zachary Gund Descendants’ Trust (Mr. G. Zachary Gund serves as co-trustee with Rebecca H. Dent)

     378,000  

Georgia Swift Gund Gift Trust (Mr. G. Zachary Gund serves as co-trustee with Rebecca H. Dent)

     3,000  

Gordon Gund may be deemed to have beneficial ownership of 1,277,892 shares of Common Stock, which constitutes 1.6% of the outstanding Common Stock of the Issuer. Gordon Gund, as sole manager of Gund CLAT Investments, LLC and as sole trustee of the Gordon and Llura Gund Foundation, has sole power to vote and sole power to dispose of 1,277,892 shares of Common Stock.

Rebecca H. Dent may be deemed to have beneficial ownership in the aggregate of 599,507 shares of Common Stock, which constitutes 0.8% of the outstanding Common Stock of the Issuer. Of these shares, Rebecca H. Dent may be deemed to have shared power to vote and shared power to dispose of an aggregate of 599,507 shares of Common Stock by virtue of her position as co-trustee for certain trusts as indicated below:

 

Llura Blair Gund Gift Trust (Ms. Dent serves as co-trustee with Grant Gund)

     50,165  

Grant Owen Gund Gift Trust (Ms. Dent serves as co-trustee with Grant Gund)

     50,165  

Kelsey Laidlaw Gund Gift Trust (Ms. Dent serves as co-trustee with Grand Gund)

     70,670  

Georgia Swift Gund Gift Trust (Ms. Dent serves as co-trustee with G. Zachary Gund)

     3,000  

G. Zachary Gund Descendants’ Trust (Ms. Dent serves as co-trustee with G. Zachary Gund)

     378,000  

2011 Grant Gund Descendants’ Trust (Ms. Dent serves as co-trustee with Grant Gund)

     47,507  

Gail Barrows may be deemed to have shared power to vote and shared power to dispose of 16,667 shares of Common Stock as co-trustee with Anna Barrows Beakey for the Anna Barrows Beakey 1998 Trust and 16,667 shares of Common Stock as co-trustee with Katharine Barrows Dadagian for the Katharine Barrows Dadagian 1998 Trust, for an aggregate beneficial ownership of 33,334 shares of Common Stock, which constitutes 0.04% of the outstanding Common Stock of the Issuer.


CUSIP NO. 016255101   13G/A   Page 13 of 14 Pages

 

Anna Barrows Beakey may be deemed to have beneficial ownership of and shared power to vote and shared power to dispose of 16,667 shares of Common Stock as co-trustee with Gail Barrows for the Anna Barrows Beakey 1998 Trust, which constitutes 0.02% of the outstanding Common Stock of the Issuer.

Katharine Barrows Dadagian may be deemed to have beneficial ownership of and shared power to vote and shared power to dispose of 16,667 shares of Common Stock as co-trustee with Gail Barrows for the Katharine Barrows Dadagian 1998 Trust, which constitutes 0.02% of the outstanding Common Stock of the Issuer.

The Dionis Trust may be deemed to have beneficial ownership of 226,250 shares of Common Stock, which constitutes 0.3% of the outstanding Common Stock of the Issuer. The Dionis Trust has shared power to vote and shared power to dispose of 226,250 shares of Common Stock.

The Valentine Trust may be deemed to have beneficial ownership of 574,550 shares of Common Stock, which constitutes 0.7% of the outstanding Common Stock of the Issuer. The Valentine Trust has shared power to vote and shared power to dispose of 574,550 shares of Common Stock.

Item 10. Certifications. (See Instructions)

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.


CUSIP NO. 016255101   13G/A   Page 14 of 14 Pages

 

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 11, 2021

 

By:   /s/ Catherine Bird
  Name: Catherine Bird
  For herself and as Attorney-in-Fact for the Reporting Persons

 

*

The Power of Attorney authorizing Catherine Bird to act on behalf of the Reporting Persons was attached to the Schedule 13G as Exhibit A.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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