Statement of Changes in Beneficial Ownership (4)

Date : 08/14/2019 @ 9:05PM
Source : Edgar (US Regulatory)
Stock : Sangamo Therapeutics Inc (SGMO)
Quote : 11.8  0.1 (0.85%) @ 4:49PM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Boissel Stephane
2. Issuer Name and Ticker or Trading Symbol

SANGAMO THERAPEUTICS, INC [ SGMO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Corp. Strat. & Int. CFO
(Last)          (First)          (Middle)

C/O SANGAMO THERAPEUTICS, INC., POINT RICHMOND TECH CTR, 501 CANAL BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

11/27/2018
(Street)

RICHMOND, CA 94804
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Free Shares Call Options (obligation to sell to Issuer)     (1) 11/27/2018     J   (1)       4    5/3/2019   12/2/2020   Common Stock     (1) $0.00   4   D    
Free Shares Put Options (right to sell to Issuer)     (2) 11/27/2018     J   (2)    4       7/4/2019   2/3/2021   Common Stock     (2) $0.00   4   D    

Explanation of Responses:
(1)  In connection with the acquisition by the Issuer of Sangamo Therapeutics France S.A.S. (formerly TxCell S.A.) ("Sangamo France"), the Reporting Person granted to the Issuer the right to purchase up to 238,100 "free shares" of Sangamo France (the "Subject Free Shares") for cash in four separate tranches beginning May 3, 2019 (the "Free Shares Call Options"). The exercise price per Subject Free Share to be paid by the Issuer upon exercise of its Free Shares Call Options is equal to the product of 2.58 euros times the quotient of the 20-day volume weighted average price of the Issuer's common stock preceding the date the Issuer notifies the Reporting Person of its exercise of its Free Shares Call Options (as converted to euros) divided by 12.8329.
(2)  In connection with the acquisition by the Issuer of Sangamo France, in addition to the grant to the Issuer of the Free Shares Call Options, the Reporting Person was granted the right to sell to the Issuer the Subject Free Shares for cash in four separate tranches beginning July 4, 2019 (the "Free Shares Put Options"), which Free Shares Put Options shall be exercisable to the extent that the corresponding Free Shares Call Options are not exercised by the Issuer. The exercise price per Subject Free Share to be paid by the Issuer upon the Reporting Person's exercise of its Free Shares Put Options is equal to the product of 2.58 euros times the quotient of the 20-day volume weighted average price of the Issuer's common stock preceding the date the Reporting Person notifies the Issuer of his exercise of his Free Shares Put Options (as converted to euros) divided by 12.8329.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Boissel Stephane
C/O SANGAMO THERAPEUTICS, INC.
POINT RICHMOND TECH CTR, 501 CANAL BLVD.
RICHMOND, CA 94804


EVP, Corp. Strat. & Int. CFO

Signatures
/s/ Matthew Colvin, Attorney-in-Fact for Stephane Boissel 8/14/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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