Sec Form 4 Filing - Ramelmeier Rolf Andrew @ SANGAMO THERAPEUTICS, INC - 2020-02-25

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 Ramelmeier Rolf Andrew 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, Technical Operations (Last) (First) (Middle) C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2020 (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 02/25/2020 F 1,703 ( 1 ) D $ 6.8 14,128 ( 2 ) D Common Stock 02/25/2020 A 55,000 ( 3 ) A $ 0 69,128 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 Stock Option (Right-to-Buy) $ 6.8 02/25/2020 A 110,000 ( 4 ) 02/24/2030 Common Stock 110,000 $ 0 110,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ramelmeier Rolf Andrew C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BLVD BRISBANE, CA94005 EVP, Technical Operations Signatures /s/ Matthew Colvin, Attorney-in-Fact for Andy Ramelmeier 02/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying the portion of the Restricted Stock Unit that vested on February 25, 2020 surrendered by the Reporting Person to the Issuer for tax withholding, using the Issuer's closing stock price on February 25, 2020 of $6.80/share, pursuant to the terms of the Issuer's 2018 Equity Incentive Plan. ( 2 )Includes 61 shares acquired by the Reporting Person on October 31, 2019 under the Issuer's 2010 Employee Stock Purchase Plan, as amended. Also included in this total are 2,464 shares resulting from the February 25, 2020 vesting of Reporting Person's February 25, 2019 restricted stock unit grant and 8,333 shares subject to such restricted stock unit grant that will vest in two remaining annual installments on February 25, 2021 and February 25, 2022, resulting in such restricted stock unit grant being vested in full on the third (3rd) anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through such date. ( 3 )Represents 55,000 shares subject to restricted stock units granted on February 25, 2020 that will vest in three (3) equal annual installments oneach anniversary of the grant date, such that they will be vested in full on the third (3rd) anniversary of the grant date, subject to the ReportingPerson's continued service with the Issuer through such dates. ( 4 )One-quarter (1/4) of the option shares vest and become exercisable upon completion of one (1) year of service by the Reporting Person measured from the February 25, 2020 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.

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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