Sec Form 13G Filing - KLEINER PERKINS CAUFIELD & BYERS VIII LP filing for ALIGN TECHNOLOGY INC (ALGN) - 2005-02-14

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  016255101

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership (“KPCB VIII”) 77-0431351

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
California limited partnership

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,492,421

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,492,421

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,492,421

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.46%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KPCB VIII Associates, L.P., a California limited partnership (“KPCB VIII Associates”) 94-3240818

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
California limited partnership

Number of
Shares
Beneficially
Owned by
Each
Repor ting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,578,947 shares of which 1,492,421 shares are directly held by KPCB VIII and 86,526 shares are directly held by KPCB VIII Founders Fund, L.P., a California limited partnership (“KPCB VIII FF”).  KPCB VIII Associates is the general partner of KPCB VIII and KPCB VIII FF.

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,578,947 shares of which 1,492,421 shares are directly held by KPCB VIII and 86,526 shares are directly held by KPCB VIII Founders Fund, L.P., a California limited partnership (“KPCB VIII FF”).  KPCB VIII Associates is the general partner of KPCB VIII and KPCB VIII FF.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,578,947

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.60%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joseph S. Lacob

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,266,202 shares, of which 135,000 are options of which 103,708 are fully vested or will be fully vested within 60 days.

6.

Shared Voting Power
1,619,463 shares of which 1,492,421 shares are directly held by KPCB VIII, 86,526 shares are directly held by KPCB VIII FF and 40,516 shares are directly held by KPCB Life Sciences Zaibatsu Fund II, L.P., a California limited partnership (“KPCB ZF II”).  KPCB VIII Associates is the general partner of KPCB VIII and KPCB VIII FF.  KPCB VII Associates, L.P., a California limited partnership (“KPCB VII Associates”), is the general partner of KPCB ZF II. Mr. Lacob disclaims beneficial ownership of the shares held directly by KPCB VIII, KPCB VIII FF, and KPCB ZF II.

7.

Sole Dispositive Power
1,266,202 shares, of which 135,000 are options of which 103,708 are fully vested or will be fully vested within 60 days.

8.

Shared Dispositive Power
1,619,463 shares of which 1,492,421 shares are directly held by KPCB VIII, 86,526 shares are directly held by KPCB VIII FF and 40,516 shares are directly held by KPCB ZF II.  KPCB VIII Associates is the general partner of KPCB VIII and KPCB VIII FF.  KPCB VII Associates is the general partner of KPCB ZF II. Mr. Lacob disclaims beneficial ownership of the shares held directly by KPCB VIII, KPCB VIII FF, and KPCB ZF II.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,885,665

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.76%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Align Technology, Inc.

(b)

Address of Issuer’s Principal Executive Offices
851 Martin Avenue
Santa Clara, CA 95050

Item 2.

(a)

Name of Person Filing
Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership
KPCB VIII Associates, L.P., a California limited partnership
Joseph S. Lacob

(b)

Address of Principal Business Office or, if none, Residence
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road, Menlo Park, California 94025

(c)

Citizenship
The entities listed in 2(a) are California limited partnerships.  The individual listed in 2(a) is a United States citizen.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
016255101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).< /p>

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

See rows 5-11 of cover pages hereto.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of    

(iv)

Shared power to dispose or to direct the disposition of   

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the limited partnership agreements of KPCB VIII, KPCB VIII FF and KPCB ZF II, the general and limited partners of such entities may have the right to receive dividends on, or the proceeds from the sale of, the securities of Align Technology, Inc. held by such entity.  No such partner’s rights relate to more than five percent of the class.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

Date: February 14, 2005

JOSEPH S. LACOB

KPCB VIII ASSOCIATES, L.P., A
CALIFORNIA LIMITED PARTNERSHIP

Signature

/s/ SUSAN BIGLIERI

Signature

/s/ BROOK H. BYERS

Susan Biglieri,
Attorney-in-Fact

Brook H. Byers,
A General Partner

KLEINER PERKINS CAUFIELD & BYERS
VIII, L.P., A CALIFORNIA LIMITED
PARTNERSHIP

By:   KPCB VIII Associates, L.P., a California
Limited Partnership, its General Partner

Signature

/s/ BROOK H. BYERS

Brook H. Byers,
A General Partner

Exhibit

Exhibit A: Agreement of Joint Filing

Exhibit B: List of General Partners of KPCB VIII Associates

Date: February 14, 2005

JOSEPH S. LACOB

KPCB VIII ASSOCIATES, L.P., A
CALIFORNIA LIMITED PARTNERSHIP

Signature

/s/ SUSAN BIGLIERI

Signature

/s/ BROOK H. BYERS

Susan Biglieri,
Attorney-in-Fact

Brook H. Byers,
A General Partner

KLEINER PERKINS CAUFIELD & BYERS
VIII, L.P., A CALIFORNIA LIMITED
PARTNERSHIP

By:   KPCB VIII Associates, L.P., a California
Limited Partnership, its General Partner

Signature

/s/ BROOK H. BYERS

Brook H. Byers,
A General Partner