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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | $ 0.0001 (3) | 02/20/2024 | M | 2,716 | (4) | (4) | Common Stock | 2,716 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | $ 0.0001 (3) | 02/20/2024 | M | 1,412 | (5) | (5) | Common Stock | 1,412 | $ 0 | 1,412 | D | ||||
| Restricted Stock Unit | $ 0.0001 (3) | 02/20/2024 | M | 1,865 | (6) | (6) | Common Stock | 1,865 | $ 0 | 3,730 | D | ||||
| Restricted Stock Unit | $ 0.0001 (3) | 02/20/2024 | M | 3,673 | (7) | (7) | Common Stock | 3,673 | $ 0 | 11,017 | D | ||||
| Market Stock Unit | $ 0.0001 (3) | 02/20/2024 | M | 9,908 | (8) | (8) | Common Stock | 9,908 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | $ 0.0001 (3) | 02/20/2024 | A | 13,588 | (9) | (9) | Common Stock | 13,588 | $ 0 | 13,588 | D | ||||
| Market Stock Unit | $ 0.0001 (3) | 02/20/2024 | A | 31,707 | (10) | (10) | Common Stock | 31,707 | $ 0 | 31,707 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOGAN JOSEPH M C/O ALIGN TECHNOLOGY INC. 410 NO. SCOTTSDALE RD., SUITE 1300 TEMPE, AZ 85281 |
X | PRESIDENT AND CEO | ||
| /s/ Julie Ann Coletti, Attorney-in-Fact for Joseph Hogan | 02/22/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 89 shares acquired on January 31, 2024 under the ALGN Employee Stock Purchase Plan. |
| (2) | These securities are held directly by the spouse of the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
| (3) | Represents par value of ALGN common stock. |
| (4) | 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. |
| (5) | 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 such vest date. |
| (6) | 1/4th of the restricted stock unit granted on February 20, 2022 became vested on February 20, 2924 and shares were delivered to reporting person. 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, 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 vest date. |
| (8) | 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. |
| (9) | 1/14th of the restricted stock unit granted on February 20, 2024 will become vested on February 20, 2025 and shares will be delivered to reporting person on such date. 1/14th of restricted stock unit will vest annually thereafter and shares will be delivered to reporting person on such vest date. |
| (10) | 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). |