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
                                                                                  
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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 *

Hillan Kenneth J.
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/9/2020
(Street)

BRISBANE, CA 94005
(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
Common Stock 9/9/2020  A  15000 (1)A$0.00 15000 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $10.43 9/9/2020  A   30000     (2)9/8/2030 Common Stock 30000 $0.00 30000 D  

Explanation of Responses:
(1) Includes 15,000 shares of common stock issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person on September 9, 2020. The RSUs will vest with respect to 1/3rd of the shares in three equal annual installments over the three-year period measured from the date of grant, subject to the Reporting Person's Continuous Service (as defined in the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP, as amended")), through such dates and subject to acceleration as defined in the 2018 EIP, as amended.
(2) Each option is immediately exercisable for all option shares, however shares purchased pursuant to the option are subject to certain repurchase rights by the Issuer upon cessation of the Reporting Person's Continuous Service, as defined in the 2018 EIP, as amended. The shares subject to the option vest in 36 successive equal monthly installments upon completion of each month of Continuous Service, as defined in the 2018 EIP, as amended, by the Reporting Person measured from the September 9, 2020 grant date, through each such vesting date, and subject to acceleration as provided in the 2018 EIP, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hillan Kenneth J.
C/O SANGAMO THERAPEUTICS, INC.
7000 MARINA BLVD
BRISBANE, CA 94005
X



Signatures
/s/ Matthew Colvin, Attorney-in-Fact for Kenneth J. Hillan, M.B., Ch.B.9/11/2020
**Signature of Reporting PersonDate

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