David Mark McClung - Feb 24, 2023 Form 4 Insider Report for SANGAMO THERAPEUTICS, INC (SGMO)

Role: EVP, Chief Operating Officer
Signature: David Mark McClung, by /s/ Ron A. Metzger, Attorney-in-Fact
Stock symbol: SGMO
Transactions as of: Feb 24, 2023
Transactions value $: -$25,922
Form type: 4
Date filed: 3/6/2023, 04:09 PM
Previous filing: Jun 28, 2022
Next filing: May 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SGMO	Common Stock	Award	$0	+56.3K	+31.55%	$0.00	235K	Feb 24, 2023	Direct	F1, F2
transaction	SGMO	Common Stock	Tax liability	-$25.9K	-9.75K	-4.16%	$2.66	225K	Feb 25, 2023	Direct	F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SGMO	Stock Option (Right to Buy)	Award	$0	+263K		$0.00	263K	Feb 24, 2023	Common Stock	263K	$2.66	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of common stock issuable upon settlement of a restricted stock unit ("RSU") grant that will vest as to one-quarter (1/4) of the shares on the first anniversary of the grant date, and the remainder of the shares will vest in 8 successive equal quarterly installments thereafter, 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")) through each such date and subject to acceleration as provided in the 2018 EIP.
F2	Includes 2,453 shares acquired on November 30, 2022 under the Issuer's 2020 Employee Stock Purchase Plan.
F3	Represents shares underlying the portions of RSU grants that vested on February 25, 2023, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on February 24, 2023 of $2.66/share, pursuant to the terms of the 2018 EIP. This required tax withholding transaction is deemed to constitute a disposition of these shares to the Issuer for reporting purposes and does not represent a discretionary trade by the Reporting Person in the open market or otherwise.
F4	Includes: (a) 8,722 shares resulting from the February 25, 2023 vesting installment of the Reporting Person's February 25, 2021 RSU grant and 13,336 shares subject to such RSU grant that will vest in one final installment on February 25, 2024, (b) 9,715 shares resulting from the February 25, 2023 vesting installment of the Reporting Person's February 25, 2022 RSU grant, and the remaining 44,550 shares will vest in 8 successive equal quarterly installments thereafter and (c) 33,430 shares subject to the Reporting Person's June 25, 2020 RSU grant that will vest in one final installment on June 25, 2023. The vesting of all such RSU grants is subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP.
F5	One-quarter (1/4) of the shares subject to the option will vest and become exercisable on the first anniversary of the grant date, and the remainder of the shares will vest and become exercisable in 24 successive equal monthly installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP.