SGMO Sangamo Therapeutics Inc

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 * LOEB GARY	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, General Counsel & Sec.
(Last)          (First)          (Middle) C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD	3. Date of Earliest Transaction (MM/DD/YYYY) 3/23/2021
(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	3/23/2021		M		11981	A	$11.02	100762 (1)	D
Common Stock	3/23/2021		S		11981	D	$13.1032	88781 (1)	D
Common Stock	3/23/2021		S		5000	D	$13.1801	83781 (1)	D
Common Stock	3/23/2021		S		543	D	$13.1713	83238 (1)	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 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
Stock Option (Right-to-Buy)	$11.02	3/23/2021		M			11981	(2)	8/22/2029	Common Stock	11981	$0.00	238019	D

Explanation of Responses:
(1)	Includes 33,335 shares of common stock issuable upon settlement of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 25, 2020 that will vest in two remaining annual installments of 16,665 shares and 16,670 shares on February 25, 2022 and 2023 respectively, and 44,000 shares of common stock issuable upon settlement of RSUs granted to the Reporting Person on February 25, 2021 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 anniversary of the date of grant. The vesting of all such RSUs is 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)	The option vested as to 1/4 of the total grant amount upon completion of one (1) year of Continuous Service, as defined in the 2018 EIP, as amended, by the Reporting Person, measured from the August 23, 2019 grant date, and the remainder vest and become exercisable in equal monthly installments for thirty-six months thereafter, subject to the Reporting Person's Continuous Service as defined in the 2018 EIP, as amended, through each such vesting date and subject to acceleration as provided in the 2018 EIP, as amended.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LOEB GARY C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BLVD BRISBANE, CA 94005			EVP, General Counsel & Sec.

Signatures
/s/ Matthew Colvin, Attorney-in-Fact for Gary Loeb		3/25/2021
**Signature of Reporting Person		Date