Edgar Filing: ALIGN TECHNOLOGY INC

Ownership Submission

FORM 4

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

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LACOB JOSEPH

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)

(Last)

(First)

(Middle)

C/O ALIGN TECHNOLOGY INC, 881 MARTIN AVE.

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005

(Street)

SANTA CLARA, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/28/2005	02/28/2005	P		500	A	$ 7.48	760,208	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		5,200	A	$ 7.49	765,408	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,800	A	$ 7.5	767,208	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,608	A	$ 7.51	768,816	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,892	A	$ 7.52	770,708	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		5,200	A	$ 7.53	775,908	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		4,900	A	$ 7.54	780,808	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		3,200	A	$ 7.55	784,008	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		5,500	A	$ 7.56	789,508	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		2,800	A	$ 7.57	792,308	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,900	A	$ 7.58	794,208	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,500	A	$ 7.59	795,708	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		2,700	A	$ 7.61	798,408	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		2,200	A	$ 7.62	800,608	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		4,600	A	$ 7.63	805,208	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		3,500	A	$ 7.64	808,708	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		2,000	A	$ 7.65	810,708	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		900	A	$ 7.66	811,608	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		4,200	A	$ 7.67	815,808	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,400	A	$ 7.69	817,208	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,100	A	$ 7.71	818,308	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,300	A	$ 7.73	819,608	I	By Lacob Trust ⁽¹⁾
Common Stock	02/28/2005	02/28/2005	P		1,919	A	$ 7.75	821,527	I	By Lacob Trust ⁽¹⁾
Common Stock								1,131,202	D
Common Stock								1,492,421	I	By KPCB VIII ⁽²⁾
Common Stock								86,526	I	By KPCB VIII FF ⁽²⁾
Common Stock								40,516	I	By KPCB Life ⁽²⁾

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LACOB JOSEPH C/O ALIGN TECHNOLOGY INC 881 MARTIN AVE. SANTA CLARA, CA 94025	X

Signatures

Joseph Lacob		03/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Mr. Lacob disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the Lacob Trust except to the extent of any indirect pecuniary interest in his distributive share therein.
(2)	Mr. Lacob is a general partner of KPCB VIII Associates, L.P., a CA limited partnership ("KPCB VIII Associates"). KPCB VIII Associates is the general partner of Kleiner Perkins Caufield & Byers VIII, L.P., a CA limited partnership ("KPCB VIII") and KPCB Founders Fund, L.P., a CA limited partnership ("KPCB VIII FF"). Mr. Lacob is also a general partner of KPCB VII Associates, a CA limited partnership ("KPCB VII Associates"). KPCB VII Associates is the general partner of KPCB Life Sciences Zaibatsu Fund II, L.P., a CA limited partnership ("KPCB Life"). Mr. Lacob disclaims beneficial ownership of the shares of the Issuer's Common Stock held directly by KPCB VIII, KPCB VIII FF and KPCB Life, except to the extent of any indirect pecuniary interest in his distributive share therein.

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