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 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).
| CUSIP NO. 016255101 | 13G/A | Page 2 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Grant Gund, as trustee for the Gordon Gund – Grant Gund #2 Trust, the Grant Gund 1999 Trust, the Gordon Gund - Grant Gund GST Article III Trust, the Gordon Gund - Grant Gund GST Article III-A Trust, the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust and the 2011 Grant Gund Descendants’ Trust and as sole manager of OLK Investments LLC and OLK Brookfield LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
884,603 | ||||
| 6 | SHARED VOTING POWER
171,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
884,603 | |||||
| 8 | SHARED DISPOSITIVE POWER
171,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,055,603 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 3 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
G. Zachary Gund, as trustee for the Gordon Gund – G. Zachary Gund #2 Trust, the Z Coppermine Trust, the Gordon Gund—G. Zachary Gund GST Article III Trust, the Gordon Gund - G. Zachary Gund GST Article III-A Trust, the G. Zachary Gund Descendants’ Trust, the Georgia Swift Gund Gift Trust and the Grant Gund 2017 Remainder Trust and as sole manager of GCG Investments LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,284,279 | ||||
| 6 | SHARED VOTING POWER
3,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,284,279 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,287,279 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 4 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Gordon Gund, as the sole manager of Gund CLAT Investments, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
850,647 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
850,647 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,647 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 5 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Alison I. Glover, as trustee for the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust and the Georgia Swift Gund Gift Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
174,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
174,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 6 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Dionis Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
187,700 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
187,700 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,700 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP NO. 016255101 | 13G/A | Page 7 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Marital Trust for Gordon Gund | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
574,550 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
574,550 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,550 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 8 of 14 Pages |
| 1 |
NAME OF REPORTING PERSONS
Gordon & Llura Gund Foundation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
424,465 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
424,465 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,465 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP NO. 016255101 | 13G/A | Page 9 of 14 Pages |
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:
| Gordon Gund – Grant Gund #2 Trust (Mr. Grant Gund serves as investment trustee) |
270,379 | |||
| Grant Gund 1999 Trust (Mr. Grant Gund serves as sole trustee) |
90,320 | |||
| OLK Investments LLC (Mr. Grant Gund serves as sole manager) |
80,516 | |||
| OLK Brookfield LLC (Mr. Grant Gund serves as sole manager) |
8,532 | |||
| Gordon Gund - Grant Gund GST Article III Trust (Mr. Grant Gund serves as investment trustee) |
280,349 | |||
| Gordon Gund - Grant Gund GST Article III-A Trust (Mr. Grant Gund serves as investment trustee) |
107,000 | |||
| 2011 Grant Gund Descendants’ Trust (Mr. Grant Gund serves as investment trustee) |
47,507 |
| CUSIP NO. 016255101 | 13G/A | Page 10 of 14 Pages |
| Llura Blair Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Alison I. Glover) |
50,165 | |||
| Grant Owen Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Alison I. Glover) |
50,165 | |||
| Kelsey Laidlaw Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Alison I. Glover) |
70,670 |
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 – G. Zachary Gund #2 Trust (Mr. G. Zachary Gund serves as investment trustee) |
328,887 | |||
| Z Coppermine Trust (Mr. G. Zachary Gund serves as sole trustee) |
121,069 | |||
| GCG Investments LLC (Mr. G. Zachary Gund serves as sole manager) |
14,875 | |||
| Gordon Gund – G. Zachary Gund GST Article III Trust (Mr. G. Zachary Gund serves as investment trustee) |
322,998 | |||
| Grant Gund 2017 Remainder Trust (Mr. G. Zachary Gund serves as trustee) |
11,450 | |||
| Gordon Gund – G. Zachary Gund GST Article III-A Trust (Mr. G. Zachary Gund serves as investment trustee) |
107,000 | |||
| G. Zachary Gund Descendants’ Trust (Mr. G. Zachary Gund serves as investment trustee) |
378,000 | |||
| Georgia Swift Gund Gift Trust (Mr. G. Zachary Gund serves as co-trustee with Alison I. Glover) |
3,000 |
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:
| Llura Blair Gund Gift Trust (Ms. Glover serves as co-trustee with Grant Gund) |
50,165 | |||
| Grant Owen Gund Gift Trust (Ms. Glover serves as co-trustee with Grant Gund) |
50,165 | |||
| Kelsey Laidlaw Gund Gift Trust (Ms. Glover serves as co-trustee with Grant Gund) |
70,670 | |||
| Georgia Swift Gund Gift Trust (Ms. Glover serves as co-trustee with G. Zachary Gund) |
3,000 |
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.
| CUSIP NO. 016255101 | 13G/A | Page 11 of 14 Pages |
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.
| CUSIP NO. 016255101 | 13G/A | Page 12 of 14 Pages |
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
| By: | /s/ Catherine Bird | |
| Name: Catherine Bird | ||
| For herself and as Attorney-in-Fact for the | ||
| Reporting Persons |
| * | The Power of Attorney authorizing Catherine Bird to act on behalf of the Reporting Persons is attached hereto as Exhibit A. |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).