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*
Macrae Sandy

(Last) (First) (Middle)
C/O SANGAMO THERAPEAUTICS, INC.
7000 MARINA BLVD

(Street)
BRISBANE CA 94005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SANGAMO THERAPEUTICS, INC [ SGMO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2020
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 02/25/2020 F 7,264(1) D $6.8 79,229(2) D
Common Stock 02/25/2020 A 168,750(3) A $0.00 247,979 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
Stock Option (Right-to-Buy) $6.8 02/25/2020 A 337,500 (4) 02/24/2030 Common Stock 337,500 $0.00 337,500 D
Explanation of Responses:
1. Represents shares underlying the portion of the restricted stock unit grant that vested on February 25, 2020 surrendered by the Reporting Person to the Issuer for tax withholding, using the Issuer's closing stock price on February 25, 2020 of $6.80/share, pursuant to the terms of the Issuer's 2018 Equity Incentive Plan.
2. Includes 13,818 shares resulting from the February 25, 2020 vesting of Reporting Person's February 25, 2019 restricted stock unit grant and 42,168 shares subject to such restricted stock unit grant that will vest in two remaining annual installments on February 25, 2021 and February 25, 2022, resulting in such restricted stock unit grant being vested in full on the third (3rd) anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through such dates. Additionally, this amount includes 10,500 shares subject to restricted stock units granted on January 24, 2018 which reflects the final installment of such grant that will vest on January 24, 2021, subject to the Reporting Person's continued service with the Issuer through such date.
3. Represents 168,750 shares subject to restricted stock units granted on February 25, 2020 that will vest in three (3) equal annual installments on each anniversary of the grant date, such that they will be vested in full on the third (3rd) anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through such dates.
4. One-quarter (1/4) of the option shares vest and become exercisable upon completion of one (1) year of service by the Reporting Person measured from the February 25, 2020 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such vesting date.
Remarks:
/s/ Matthew Colvin, Attorney-in-Fact for Sandy Macrae 02/26/2020
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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