Sec Form 4 Filing - OHCMP ALIGN LP @ ALIGN TECHNOLOGY INC - 2003-07-14

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
OHCMP ALIGN LP
2. Issuer Name and Ticker or Trading Symbol
ALIGN TECHNOLOGY INC [ ALGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See (1), (2), (3), (4) Below
(Last) (First) (Middle)
201 MAIN ST STE 3100,
3. Date of Earliest Transaction (MM/DD/YY)
07/14/2003
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 07/14/2003 J( 4 ) 286,365 D $ 0 0 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OHCMP ALIGN LP
201 MAIN ST STE 3100
FORT WORTH, TX76102
See (1), (2), (3), (4) Below
OAK HILL CAPITAL MANAGEMENT PARTNERS LP
C/O PAUL WEISS RIFKIND WHARTON & GARRISO
1285 AVENUE OF THE AMERICAS
NEW YORK, NY10019-6064
See (1), (2), (3) Below
OHCP GENPAR LP
C/O PAUL WEISS RIFKIND WHARTON & GARRISO
1285 AVENUE OF THE AMERICAS
NEW YORK, NY10019-6064
See (1), (2), (3) Below
OHCP MGP LLC
C/O PAUL WEISS RIFKIND WHARTON & GARRISO
1285 AVENUE OF THE AMERICAS
NEW YORK, NY10019-6064
See (1), (2), (3) Below
Signatures
Kevin G. Levy, OHCMP Align, L.P. (a) 08/18/2003
Signature of Reporting Person Date
Kevin G. Levy, Oak Hill Capital Management Partners, L.P. (b) 08/18/2003
Signature of Reporting Person Date
Kevin G. Levy, OHCP GenPar, L.P. (c) 08/18/2003
Signature of Reporting Person Date
Kevin G. Levy, OHCP MGP, L.L.C. (d) 08/18/2003
Signature of Reporting Person Date
Explanation of Responses:
( 1 ) The Reporting Persons may be deemed to be a member of a Section 13(d) "group" that formerly owned more than 10% of the Issuer's outstanding Common Stock. However, the Reporting Persons disclaim such group membership and this report shall not be deemed an admission that any Reporting Person is a member of a Section 13(d) group that owns or owned more than 10% of the Issuer's outstanding Common Stock for purposes of Section 16 or for any other purpose.
( 2 ) OHCP MGP, L.L.C. ("OHCP MGP") is the general partner of OHCP GenPar, L.P. ("OHCP GenPar"), which is the general partner of Oak Hill Capital Management Partners, L.P. ("Oak Hill Capital Management Partners"). Oak Hill Capital Management Partners is the general partner of OHCMP Align, L.P. ("OHCMP Align"), which is the direct beneficial owner of the securities reported herein.
( 3 ) Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of OHCP MGP, OHCP GenPar and Oak Hill Capital Management Partners may be deemed to be the beneficial owner of the securities beneficially owned by OHCMP Align only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCMP Align. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OHCP MGP, OHCP GenPar or Oak Hill Capital Management Partners is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCMP Align in excess of such amount.
( 4 ) In connection with its dissolution, OHCMP Align distributed all of its shares of the Issuer's Common Stock to its general partners.

Remarks:
(a) OHCMP Align, L.P.By: Oak Hill Capital Management Partners,L.P.,general partnerBy: OHCP GenPar,L.P.,general partnerBy: OHCP MGP LLC,general partnerBy: Kevin G.Levy,Vice President(b) Oak Hill Capital Management Partners,L.P.By: OHCP GenPar,L.P.By: OHCP MGP LLCBy: Kevin G.Levy,Vice President(c) OHCP GenPar,L.P.By: OHCP MGP LLCBy: Kevin G.Levy,Vice President(d) OHCP MGP,L.L.C.By: Kevin G.Levy,Vice President

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