ALGN Align Technology Inc

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. 17)

Align Technology, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

016255101

(CUSIP Number)

December 31, 2023

(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 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).

This Amendment No. 17 (“Amendment No. 17”) 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, the Amendment No. 13 filed on February 7, 2020, the Amendment No. 14 filed on February 11, 2021, the Amendment No. 15 filed on February 7, 2022 and the Amendment No. 16 filed on February 1, 2023 (as so amended, the “Schedule 13G”). Capitalized terms used but not defined in this Amendment No. 17 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 4,380,244 shares of Common Stock or 5.7% of the outstanding Common Stock of the Issuer based on 76,589,114 shares outstanding as of October 27, 2023 as reported in the Quarterly Report on Form 10-Q of the Issuer for the period ended September 30, 2023. 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 4,380,244 shares of Common Stock, which represents 5.7% of the outstanding Common Stock of the Issuer.

Grant Gund may be deemed to have beneficial ownership in the aggregate of 1,055,603 shares of Common Stock, which constitutes 1.4% 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 884,603 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 171,000 shares of Common Stock by virtue of his position as co-trustee of certain trusts as listed below:

G. Zachary Gund may be deemed to have beneficial ownership in the aggregate of 1,287,279 shares of Common Stock, which constitutes 1.7% 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 1,284,279 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 3,000 shares by virtue of his position as co-trustee for certain trusts as indicated below:

Gordon Gund may be deemed to have beneficial ownership of 850,647 shares of Common Stock, which constitutes 1.1% of the outstanding Common Stock of the Issuer. Gordon Gund, as sole manager of Gund CLAT Investments, LLC has sole power to vote and sole power to dispose of 850,647 shares of Common Stock.

Alison I. Glover may be deemed to have beneficial ownership in the aggregate of 174,000 shares of Common Stock, which constitutes 0.2% of the outstanding Common Stock of the Issuer. Of these shares, Alison I. Glover may be deemed to have shared power to vote and shared power to dispose of an aggregate of 174,000 shares of Common Stock by virtue of her position as co-trustee for certain trusts as indicated below:

The Dionis Trust may be deemed to have beneficial ownership of 187,700 shares of Common Stock, which constitutes 0.2% of the outstanding Common Stock of the Issuer. The Dionis Trust has shared power to vote and shared power to dispose of 187,700 shares of Common Stock.

The Marital Trust for Gordon Gund may be deemed to have beneficial ownership of 574,550 shares of Common Stock, which constitutes 0.8% of the outstanding Common Stock of the Issuer. The Marital Trust for Gordon Grund has shared power to vote and shared power to dispose of 574,550 shares of Common Stock.

The Gordon & Llura Gund Foundation may be deemed to have beneficial ownership of 424,465 shares of Common Stock, which constitutes 0.6% of the outstanding Common Stock of the Issuer. The Gordon & Llura Gund Foundation has shared power to vote and shared power to dispose of 424,465 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.

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 9, 2024

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

Exhibit A

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gordon Gund and Catherine Bird, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, to execute, on behalf of the undersigned, any and all statements or reports under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to the beneficial ownership of Common Stock, par value $0.0001 per share, of Align Technology, Inc., a Delaware corporation, including, without limitation, all statements on Schedule 13G and all amendments thereto and any and all other documents that may be required, from time to time, to be filed with the Securities and Exchange Commission (the “Commission”), to execute any and all amendments or supplements to any such statements or forms and file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting to said attorney or attorneys-in-fact full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof, the undersigned acknowledges that the foregoing attorneys-in-fact, and each of them, in serving in-such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 13 of the Exchange Act or any other legal requirement. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

Dated as of this 9th day of February 2024.