Prescott Thomas M Form 4 ALIGN TECHNOLOGY / THOMAS M PRESCOTT ownership change

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).

1. Name and Address of Reporting Person^*

PRESCOTT THOMAS M

(Last) (First) (Middle)

C/O ALIGN TECHNOLOGY INC.

2560 ORCHARD PARKWAY

(Street)

SAN JOSE CA 95131

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2016	02/20/2016	M		174,125	A	$0.00	259,242	D
Common Stock	02/20/2016	02/20/2016	F		83,216	D	$63.29	176,026	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			15,625	(2)	(2)	Common Stock	15,625	$0.00	0	D
Restricted Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			13,750	(3)	(3)	Common Stock	13,750	$0.00	13,750	D
Restricted Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			10,000	(4)	(4)	Common Stock	10,000	$0.00	20,000	D
Restricted Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			10,000	(5)	(5)	Common Stock	10,000	$0.00	10,000	D
Restricted Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			12,250	(6)	(6)	Common Stock	12,250	$0.00	36,750	D
Market Stock Unit	$0.0001(1)	02/20/2016	02/20/2016	M			112,500	(7)	(7)	Common Stock	112,500	$0.00	0	D

Explanation of Responses:

1. Represents par value of ALGN common stock.

2. 1/4th of the restricted stock unit granted on February 20, 2012 became vested on February 20, 2016 and shares were delivered to reporting person on February 22, 2016.

3. 1/4th of the restricted stock unit granted on February 20, 2013 became vested on February 20, 2016 and shares were delivered to reporting person on February 22, 2016. The restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

4. 1/4th of the restricted stock unit granted on February 20, 2014 became vested on February 20, 2016 and shares were delivered to reporting person on February 22, 2016. The restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

5. 1/2 of the restricted stock unit granted on February 20, 2014 became vested on February 20, 2016 and shares were delivered to reporting person on February 22, 2016. 1/2 of the restricted stock unit will vest on February 20, 2017 and shares will be delivered to reporting person on such vest date.

6. 1/4th of the restricted stock unit granted on February 20, 2015 became vested on February 20, 2016 and shares were delivered to reporting person on February 22, 2016. The restricted stock unit will continue to vest annually and shares will be delivered to reporting person on each vest date.

7. Represents the maximum number of shares which may be issued under the market stock unit granted on February 20, 2013.

Remarks:

	/s/ Roger E. George Atty-In-Fact for Thomas M. Prescott	02/24/2016
	** 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).
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