Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morici John

(Last)

(First)

(Middle)

C/O ALIGN TECHNOLOGY INC.

410 NO. SCOTTSDALE RD., SUITE 1300

(Street)

TEMPE

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALIGN TECHNOLOGY INC [ ALGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		A		4,450	A	$0	14,834⁽¹⁾	D
Common Stock	02/20/2024		F		1,835	D	$313.53	12,999	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.0001⁽²⁾	02/20/2024		M			603	⁽³⁾	⁽³⁾	Common Stock	603	$0	0	D
Restricted Stock Unit	$0.0001⁽²⁾	02/20/2024		M			342	⁽⁴⁾	⁽⁴⁾	Common Stock	342	$0	341	D
Restricted Stock Unit	$0.0001⁽²⁾	02/20/2024		M			389	⁽⁵⁾	⁽⁵⁾	Common Stock	389	$0	778	D
Restricted Stock Unit	$0.0001⁽²⁾	02/20/2024		M			718	⁽⁶⁾	⁽⁶⁾	Common Stock	718	$0	2,154	D
Market Stock Unit	$0.0001⁽²⁾	02/20/2024		M			2,398	⁽⁷⁾	⁽⁷⁾	Common Stock	2,398	$0	0	D
Restricted Stock Unit	$0.0001⁽²⁾	02/20/2024		A		3,348		⁽⁸⁾	⁽⁸⁾	Common Stock	3,348	$0	3,348	D
Market Stock Unit	$0.0001⁽²⁾	02/20/2024		A		6,798		⁽⁹⁾	⁽⁹⁾	Common Stock	6,798	$0	6,798	D

Explanation of Responses:

1. Includes 88 shares acquired from the ALGN Employee Stock Purchase Plan on January 31, 2024.

2. Represents par value of ALGN common stock.

3. 1/4th of the restricted stock unit granted on February 20, 2020 became vested on February 20, 2024 and shares were 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 such vest date.

4. 1/4th of the restricted stock unit granted on February 20, 2021 became vested on February 20, 2024 and shares were 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 such vest date.

5. 1/4th of the restricted stock unit granted on February 20, 2022 became vested on February 20, 2024 and shares were 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 such vest date.

6. 1/4th of the restricted stock unit granted on February 20, 2023 became vested on February 20, 2024 and shares were 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 such vest date.

7. The market stock unit granted on February 20, 2021 vested on February 20, 2024 and shares were delivered to reporting person on such vest date.

8. 1/4th of the restricted stock unit granted on February 20, 2024 shall become vested on February 20, 2025 and shares will be delivered to reporting person on such vest date. 1/4th of the restricted stock unit will vest annually thereafter and shares will be delivered to reporting person on each such vest date.

9. Represents the number of shares which may be issued at target under the market stock unit. If performance exceeds target, the maximum number of shares that may vest is 250% of the at target amount. Vesting, if any, of the market stock unit occurs on the last day of the third year of the Performance Period (as defined in the market stock unit agreement).

	/s/ Julie Ann Coletti, Attorney-in-Fact for John Morici	02/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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