Statement of Changes in Beneficial Ownership (4)
February 24 2021 - 05:35PM
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
*
Hockridge Stuart A |
2. Issuer Name and Ticker or Trading Symbol
ALIGN TECHNOLOGY INC
[
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 HR |
(Last)
(First)
(Middle)
C/O ALIGN TECHNOLOGY INC., 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 | | 10503 | A | $0.00 | 20346 | D | |
Common Stock | 2/20/2021 | | F | | 4901 | D | $599.25 | 15445 | D | |
Common Stock | 2/24/2021 | | S | | 4622 | D | $573.07 (1) | 10823 | D | |
Common Stock | 2/24/2021 | | S | | 980 | D | $574.20 (2) | 9843 | D | |
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 (3) | 2/20/2021 | | M | | | 1500 | (4) | (4) | Common Stock | 1500 | $0.00 | 0 | D | |
Restricted Stock Unit | $0.0001 (3) | 2/20/2021 | | M | | | 450 | (5) | (5) | Common Stock | 450 | $0.00 | 450 | D | |
Restricted Stock Unit | $0.0001 (3) | 2/20/2021 | | M | | | 521 | (6) | (6) | Common Stock | 521 | $0.00 | 1042 | D | |
Restricted Stock Unit | $0.0001 (3) | 2/20/2021 | | M | | | 453 | (7) | (7) | Common Stock | 453 | $0.00 | 1358 | D | |
Market Stock Unit | $0.0001 (3) | 2/20/2021 | | M | | | 7579 | (8) | (8) | Common Stock | 7579 | $0.00 | 0 | D | |
Restricted Stock Unit | $0.0001 (3) | 2/20/2021 | | A | | 832 | | (9) | (9) | Common Stock | 832 | $0.00 | 832 | D | |
Market Stock Unit | $0.0001 (3) | 2/20/2021 | | A | | 4160 | | (10) | (10) | Common Stock | 4160 | $0.00 | 4160 | D | |
Explanation of Responses: |
(1) | The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $572.74 to $573.73, inclusive. The reporting person undertakes to provide Align Technology, Inc., any security holder of Align Technology, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $573.74 to $574.495, inclusive. The reporting person undertakes to provide Align Technology, Inc., any security holder of Align Technology, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | Represents par value of ALGN common stock. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 1/4th of the restricted stock unit granted on February 20, 2020 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. |
(8) | 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. |
(9) | 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. |
(10) | 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 |
Hockridge Stuart A C/O ALIGN TECHNOLOGY INC. 2820 ORCHARD PARKWAY SAN JOSE, CA 95131 |
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| SVP Global HR |
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Signatures
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/s/Julie Ann Coletti Attorney-in-Fact for Stuart Hockridge | | 2/24/2021 |
**Signature of Reporting Person | Date |
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