Sec Form 4 Filing - Boissel Stephane @ SANGAMO THERAPEUTICS, INC - 2020-06-04

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Boissel Stephane 2. Issuer Name and Ticker or Trading Symbol SANGAMO THERAPEUTICS, INC [ SGMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Corp. Strategy (Last) (First) (Middle) C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2020 (Street) BRISBANE, CA94005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/04/2020 M 14,907 ( 1 ) ( 2 ) A 85,023 D Common Stock 06/04/2020 D 14,907 ( 1 ) ( 2 ) D $ 11.23 70,116 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Free Shares Put Option (right to sell to Issuer) $ 2.0925 ( 1 ) ( 2 ) 06/04/2020 M 1 05/10/2020 07/10/2020 Common Stock 14,907 ( 1 ) ( 2 ) $ 0 2 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boissel Stephane C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BLVD BRISBANE, CA94005 EVP, Corp. Strategy Signatures /s/ Matthew Colvin, Attorney-in-Fact for Stephane Boissel 06/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the acquisition by the Issuer of Sangamo Therapeutics France S.A.S. (formerly TxCell S.A.) ("Sangamo France"), the Reporting Person was granted the right to sell to the Issuer up to 238,100 "free shares" of Sangamo France (the "Subject Free Shares") for cash in four separate tranches beginning July 4, 2019 (the "Free Shares Put Options"). The exercise price per Subject Free Share to be paid by the Issuer upon the Reporting Person's exercise of its Free Shares Put Options is equal to the product of 2.58 euros times the quotient of the 20-day volume weighted average price of the Issuer's common stock preceding the date the Reporting Person notifies the Issuer of its exercise of its Free Shares Put Options (as converted to euros) divided by 12.8329. On June 4, 2020, the Reporting Person exercised his Free Shares Put Option with respect to the second tranche of Subject Free Shares (SEE FOOTNOTE (2) FOR CONTINUATION OF EXPLANATION) ( 2 )(or 80,000 Subject Free Shares) (the "Second Tranche Shares") in exchange for a cash payment of 148,800 euros, or approximately 1.86 euros per Second Tranche Share. The Reporting Person's exercise of his Free Shares Put Option with respect to the Second Tranche Shares for cash is deemed, for reporting purposes, to involve the conversion of the Second Tranche Shares into shares of the Issuer's common stock and the simultaneous disposition of such common stock to the Issuer for cash. The June 4, 2020 euro to U.S. dollar exchange rate of 1.1250 was used for purposes of reporting the exercise price and the number of shares of the Issuer's common stock that was deemed to have been acquired and simultaneously disposed of by the Reporting Person upon exercise.

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).

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