Sangamo Therapeutics (SGMO) Form 3 SANGAMO THERAPEUTICS / Nathalie Dubois-Stringfellow 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^*

Dubois-Stringfellow Nathalie

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

7000 MARINA BOULEVARD

(Street)

BRISBANE CA 94005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP-Chief Development Officer

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	94,954(1)(2)	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
Stock Option (Right to Buy)	(3)	01/26/2027	Common Stock	54,229	3.5	D
Stock Option (Right to Buy)	(3)	01/24/2028	Common Stock	30,000	20.05	D
Stock Option (Right to Buy)	(4)	02/25/2029	Common Stock	15,628	9.03	D
Stock Option (Right to Buy)	(5)	02/25/2030	Common Stock	55,000	6.8	D
Stock Option (Right to Buy)	(6)	02/25/2031	Common Stock	48,000	11.19	D
Stock Option (Right to Buy)	(7)	02/25/2032	Common Stock	121,770	5.9	D

Explanation of Responses:

1. Includes: (a) 9,168 shares of common stock subject to the Reporting Person's February 25, 2020 restricted stock unit ("RSU") grant that will vest in one final annual installment on February 25, 2023 and (b) 16,000 shares subject to the Reporting Person's February 25, 2021 RSU grant that will vest in two remaining annual installments of 8,000 shares on each of February 25, 2023 and 2024. Each such RSU grant vests with respect to 1/3rd of the shares subject to such RSU grant 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")) through each such date and subject to acceleration as provided in the 2018 EIP.

2. Includes 45,100 shares of common stock subject to the Reporting Person's February 25, 2022 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 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP.

3. Fully vested and exercisable.

4. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2019 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 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.

5. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2020 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 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.

6. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2021 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 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.

7. 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.

Remarks:

	Nathalie Dubois-Stringfellow, by /s/ Ron A. Metzger, Attorney-in-Fact	09/19/2022
	** 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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