Sangamo Therapeutics (SGMO) Form 3 SANGAMO BIOSCIENCES / Curt A. Herberts III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Herberts Curt A. III

(Last) (First) (Middle)

C/O SANGAMO BIOSCIENCES INC.

POINT RICHMOND TECH CNTR. 501 CANAL BLVD

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2016

3. Issuer Name and Ticker or Trading Symbol
SANGAMO BIOSCIENCES INC [ SGMO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP & CBO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	38,152(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	10/17/2020	Common Stock	3,646	3.99	D
Employee Stock Option (Right to Buy)	(2)	08/31/2021	Common Stock	5,000	5.12	D
Employee Stock Option (Right to Buy)	(2)	12/07/2021	Common Stock	3,000	2.55	D
Employee Stock Option (Right to Buy)	(3)	12/05/2022	Common Stock	16,146	5.41	D
Employee Stock Option (Right to Buy)	(4)	12/11/2023	Common Stock	20,000	12.12	D
Employee Stock Option (Right to Buy)	(5)	12/10/2024	Common Stock	20,000	14.07	D
Employee Stock Option (Right to Buy)	(6)	07/26/2025	Common Stock	10,000	8.87	D
Employee Stock Option (Right to Buy)	(7)	12/07/2025	Common Stock	37,500	9.41	D

Explanation of Responses:

1. Includes (i) 3,333 shares subject to restricted stock units granted on December 12, 2013 which will vest upon the Reporting Person's continued service with the Issuer through December 12, 2016, (ii) 6,666 shares subject to restricted stock units granted on December 11, 2014 which will vest in two (2) equal installments upon the Reporting Person's continued service with the Issuer through December 11, 2016 and December 11, 2017, and (iii) 18,750 shares subject to restricted stock units granted on December 8, 2015 which will vest in three (3) equal installments upon the Reporting Person's continued service with the Issuer during the three (3) year period measured from the grant date.

2. The shares underlying the stock option are fully vested and exercisable.

3. The shares underlying the stock option will be fully vested and exercisable on December 5, 2016, provided that the Reporting Person remains in service with the Issuer through such vesting date.

4. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 12, 2013 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

5. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 11, 2014 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

6. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the July 27, 2015 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

7. One-quarter (1/4) of the option shares will vest and become exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 8, 2015 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

	/s/ Florence Tam, Attorney-in-Fact	12/02/2016
	** 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 5 (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).
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