Wolff Henry Ward Form 4 SANGAMO BIOSCIENCES / Henry Ward Wolff ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wolff Henry Ward

(Last) (First) (Middle)

C/O SANGAMO BIOSCIENCES INC.

POINT RICHMOND TECH CNTR, 501 CANAL BLVD

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	07/10/2015		M		6,102	A	$3.45	205,974(1)	D
Common Stock	07/10/2015		S(2)		6,102	D	$10	199,872(1)	D
Common Stock	07/13/2015		M		3,898	A	$3.45	203,770(1)	D
Common Stock	07/13/2015		S(2)		3,898	D	$10	199,872(1)	D
Common Stock	07/13/2015		S(2)		2,000	D	$10	197,872(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Employee Stock Option (Right to Buy)	$3.45	07/10/2015		M		6,102		(3)	12/09/2018	Common Stock	6,201	$0	115,898	D
Employee Stock Option (Right to Buy)	$3.45	07/13/2015		M		3,898		(3)	12/09/2018	Common Stock	3,898	$0	112,000	D

Explanation of Responses:

1. Includes 15,000, 23,333 and 37,500 shares subject to RSUs granted on December 6, 2012, December 12, 2013 and December 11, 2014 respectively that will be issued as such units vest in accordance with their terms.

2. All sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 11, 2014, as amended.

3. All shares underlying this option are vested and immediately exercisable.

Remarks:

	/s/ Florence Tam, attorney-in-fact	07/14/2015
	** 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 4 (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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