SC 13G/A

 

 

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. 15)

 

 

Align Technology, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

016255101

(CUSIP Number)

December 31, 2021

(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

 

  866,681

   6  

  SHARED VOTING POWER

 

  218,507

   7  

  SOLE DISPOSITIVE POWER

 

  866,681

   8  

  SHARED DISPOSITIVE POWER

 

  218,507

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,085,188

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 and the Georgia Swift Gund Gift 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

 

  894,829

   6  

  SHARED VOTING POWER

 

  381,000

   7  

  SOLE DISPOSITIVE POWER

 

  894,829

   8  

  SHARED DISPOSITIVE POWER

 

  381,000

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,275,829

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.6%

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

 

Rebecca H. Dent, as trustee for the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust, the Georgia Swift Gund Gift Trust, the G. Zachary Gund Descendants Trust and the 2011 Grant Gund Descendants’ 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

 

  599,507

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

  599,507

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  599,507

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 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

 

  197,700

   7  

  SOLE DISPOSITIVE POWER

 

  -0-

   8  

  SHARED DISPOSITIVE POWER

 

  197,700

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  197,700

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  0.3%

12  

  TYPE OF REPORTING PERSON

 

  OO


CUSIP NO. 016255101    13G/A    Page 7 of 14 Pages

 

  1    

  NAME OF REPORTING PERSONS

 

Valentine 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

 

  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)

 

  0.7%

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

 

  428,745

   7  

  SOLE DISPOSITIVE POWER

 

  -0-

   8  

  SHARED DISPOSITIVE POWER

 

  428,745

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  428,745

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  0.5%

12  

  TYPE OF REPORTING PERSON

 

  IN


CUSIP NO. 016255101    13G/A    Page 9 of 14 Pages

 

This Amendment No. 15 (“Amendment No. 15”) 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 and the Amendment No. 14 filed on February 11, 2021 (as so amended, the “Schedule 13G”). Capitalized terms used but not defined in this Amendment No. 15 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 4,412,659 shares of Common Stock or 5.6% of the outstanding Common Stock of the Issuer based on 78,853,069 shares outstanding as of October 28, 2021 as reported in the Quarterly Report on Form 10-Q of the Issuer for the period ended September 30, 2021. 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 4,412,659 shares of Common Stock, which represents 5.6% of the outstanding Common Stock of the Issuer.

Grant Gund may be deemed to have beneficial ownership in the aggregate of 1,085,188 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 866,681 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 218,507 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)

     275,379  

Grant Gund 1999 Trust (Mr. Grant Gund serves as sole trustee)

     109,905  

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)

     285,349  

Gordon Gund—Grant Gund GST Article III-A Trust (Mr. Grant Gund serves as investment trustee)

     107,000  

Llura Blair Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     50,165  

Grant Owen Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     50,165  

Kelsey Laidlaw Gund Gift Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     70,670  

2011 Grant Gund Descendants’ Trust (Mr. Grant Gund serves as co-trustee with Rebecca H. Dent)

     47,507  


CUSIP NO. 016255101    13G/A    Page 10 of 14 Pages

 

G. Zachary Gund may be deemed to have beneficial ownership in the aggregate of 1,275,829 shares of Common Stock, which constitutes 1.6% 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 894,829 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 381,000 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  

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 co-trustee with Rebecca H. Dent)

     378,000  

Georgia Swift Gund Gift Trust (Mr. G. Zachary Gund serves as co-trustee with Rebecca H. Dent)

     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.

Rebecca H. Dent may be deemed to have beneficial ownership in the aggregate of 599,507 shares of Common Stock, which constitutes 0.8% of the outstanding Common Stock of the Issuer. Of these shares, Rebecca H. Dent may be deemed to have shared power to vote and shared power to dispose of an aggregate of 599,507 shares of Common Stock by virtue of her position as co-trustee for certain trusts as indicated below:

 

Llura Blair Gund Gift Trust (Ms. Dent serves as co-trustee with Grant Gund)

     50,165  

Grant Owen Gund Gift Trust (Ms. Dent serves as co-trustee with Grant Gund)

     50,165  

Kelsey Laidlaw Gund Gift Trust (Ms. Dent serves as co-trustee with Grand Gund)

     70,670  

Georgia Swift Gund Gift Trust (Ms. Dent serves as co-trustee with G. Zachary Gund)

     3,000  

G. Zachary Gund Descendants’ Trust (Ms. Dent serves as co-trustee with G. Zachary Gund)

     378,000  

2011 Grant Gund Descendants’ Trust (Ms. Dent serves as co-trustee with Grant Gund)

     47,507  


CUSIP NO. 016255101    13G/A    Page 11 of 14 Pages

 

The Dionis Trust may be deemed to have beneficial ownership of 197,700 shares of Common Stock, which constitutes 0.3% of the outstanding Common Stock of the Issuer. The Dionis Trust has shared power to vote and shared power to dispose of 197,700 shares of Common Stock.

The Valentine Trust may be deemed to have beneficial ownership of 574,550 shares of Common Stock, which constitutes 0.7% of the outstanding Common Stock of the Issuer. The Valentine Trust 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 428,745 shares of Common Stock, which constitutes 0.5% of the outstanding Common Stock of the Issuer. The Gordon & Llura Gund Foundation has shared power to vote and shared power to dispose of 428,745 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 7, 2022

 

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).

EX-99.A

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 2nd day of February 2022.


/s/ Grant Gund

Grant Gund, individually, 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, the 2011 Grant Gund Descendants’ Trust, the Dionis Trust, the Valentine Trust and the Gordon & Llura Gund Foundation and as sole manager of OLK Investments LLC and OLK Brookfield LLC

/s/ G. Zachary Gund

G. Zachary Gund, individually, 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, the Dionis Trust, the Valentine Trust and the Gordon & Llura Gund Foundation and as sole manager of GCG Investments LLC

/s/ Gordon Gund

Gordon Gund, individually, as trustee for the Dionis Trust, the Valentine Trust and the Gordon & Llura Gund Foundation and as sole manager of Gund CLAT Investments, LLC

/s/ Rebecca H. Dent

Rebecca H. Dent, as trustee for the Llura Blair Gund Gift Trust, the Grant Owen Gund Gift Trust, the Kelsey Laidlaw Gund Gift Trust, the Georgia Swift Gund Gift Trust, the G. Zachary Gund Descendants Trust and the 2011 Grant Gund Descendants’ Trust