Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 06:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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(b)
(Amendment No. 1)*
Align Technology, Inc. |
(Name of Issuer) |
Common Stock, $0.0001
par value |
(Title of Class of Securities) |
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:
[X] 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).
1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Edgewood Management LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
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(a) [_] |
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(b) [X] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
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5. |
SOLE VOTING POWER |
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4,500,751 |
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6. |
SHARED VOTING POWER |
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0 |
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7. |
SOLE DISPOSITIVE POWER |
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4,613,620 |
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8. |
SHARED DISPOSITIVE POWER |
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0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,613,620 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.9% |
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12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
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____________
(1) Edgewood Management
LLC may be deemed to be the beneficial owner of such securities by
virtue of its role as the investment manager of the investment
funds or accounts which own such securities.
Item 1. |
(a). |
Name of Issuer: |
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Align Technology, Inc. |
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(b). |
Address of issuer's principal executive offices: |
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2820 Orchard
Parkway
San Jose, California
95134
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Item 2. |
(a). |
Name of person filing: |
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Edgewood Management
LLC |
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(b). |
Address or principal business
office or, if none, residence: |
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535 Madison Avenue
15th Floor
New York, NY 10022
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(c). |
Citizenship: |
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New York |
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(d). |
Title of class of securities: |
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Common Stock, $0.0001
par value |
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(e). |
CUSIP No.: |
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016255101 |
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Item 3. |
If This Statement is filed pursuant to §§.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
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(a) |
[_] |
Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
[_] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[X] |
An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An
employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1. |
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(a) |
Amount beneficially owned: |
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4,613,620 |
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(b) |
Percent of class: |
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5.9% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
4,500,751 |
, |
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(ii) |
Shared power to vote or to direct the vote |
0 |
, |
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(iii) |
Sole power to dispose or to direct the disposition of |
4,613,620 |
, |
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(iv) |
Shared power to dispose or to direct the disposition of |
0 |
. |
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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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 [_].
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N/A |
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
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If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than 5 percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
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All of the securities reported in this Schedule 13G are directly
owned by advisory clients of Edgewood Management
LLC. None of those advisory clients may be deemed to
beneficially own more than 5% of the Common Stock. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person. |
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If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
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N/A |
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Item 8. |
Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to
§240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group.
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N/A |
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Item 9. |
Notice of Dissolution of Group. |
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Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
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N/A |
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By signing below the Reporting Person certifies that, to the best
of his 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. |
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.
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February 16, 2021 |
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(Date) |
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Edgewood Management LLC * |
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By: |
/s/ Edgewood Management LLC |
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Name: Olivia Fleming |
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Title: Authorized Person |
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