David Mark McClung - May 25, 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: May 25, 2023
Transactions value $: -$2,560
Form type: 4
Date filed: 5/30/2023, 04:43 PM
Previous filing: Mar 6, 2023
Next filing: Jun 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SGMO	Common Stock	Tax liability	-$2.56K	-1.93K	-0.86%	$1.33	223K	May 25, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on May 25, 2023, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on May 25, 2023 of $1.33/share, pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (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.
F2	Includes: (a) 3,643 shares resulting from the May 25, 2023 vesting installment of the Reporting Person's February 25, 2022 RSU grant, and the remaining 38,982 shares will vest in successive equal quarterly installments through February 25, 2025, (b) 33,340 shares subject to the Reporting Person's June 25, 2020 RSU grant that will vest in one final installment on June 25, 2023, (c) 13,336 shares subject to Reporting Person's February 25, 2021 RSU grant that will vest in one final installment on February 25, 2024 and (d) 56,250 shares subject to Reporting Person's February 24, 2023 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. 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.

Content

Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on May 25, 2023, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on May 25, 2023 of $1.33/share, pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (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.

Includes: (a) 3,643 shares resulting from the May 25, 2023 vesting installment of the Reporting Person's February 25, 2022 RSU grant, and the remaining 38,982 shares will vest in successive equal quarterly installments through February 25, 2025, (b) 33,340 shares subject to the Reporting Person's June 25, 2020 RSU grant that will vest in one final installment on June 25, 2023, (c) 13,336 shares subject to Reporting Person's February 25, 2021 RSU grant that will vest in one final installment on February 25, 2024 and (d) 56,250 shares subject to Reporting Person's February 24, 2023 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. 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.