Sec Form 4/A Filing - Smith Karen L. @ SANGAMO THERAPEUTICS, INC - 2020-05-18

FORM 4/A 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 Smith Karen L. 2. Issuer Name and Ticker or Trading Symbol SANGAMO THERAPEUTICS, INC [ SGMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SANGAMO THERAPEAUTICS, INC., 7000 MARINA BLVD 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2020 (Street) BRISBANE, CA94405 4. If Amendment, Date Original Filed (MM/DD/YY) 05/20/2020 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 05/18/2020 A 10,000 ( 1 ) ( 2 ) A $ 0 17,500 ( 3 ) 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) $ 10.46 05/18/2020 A 20,000 ( 4 ) 05/17/2030 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Karen L. C/O SANGAMO THERAPEAUTICS, INC. 7000 MARINA BLVD BRISBANE, CA94405 X Signatures /s/ Matthew Colvin, Attorney-in-Fact for Karen L. Smith 06/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issuable upon settlement of restricted stock units ("RSUs"). The RSUs will fully vest on the earlier of (x) May 18, 2021 (the first anniversary of the date of grant) or (y) the day prior to the 2021 annual stockholders meeting, 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, as amended")), through such date and subject to acceleration as provided in the 2018 EIP, as amended. ( 2 )This Form 4/A is being filed solely to correct the stated grant amounts which were erroneously reported on Form 4 filed on behalf of the Reporting Person on May 20, 2020. Pursuant to the 2018 EIP, as amended, and the Automatic Grant Program for Non-Employee Directors thereunder, the annual grant amounts increased effective with the approval of the 2018 EIP, as amended, by the stockholders of the Issuer on May 18, 2020. Such previously filed Form 4 incorrectly stated grant amounts pursuant to the Automatic Grant Program for Non-Employee Directors prior to such amendment and restatement of the 2018 Equity Incentive Plan. ( 3 )Includes 3,333 shares of common stock issuable upon settlement of RSUs granted to the Reporting Person on June 26, 2018 representing two remaining vesting tranches from such RSU grant. Such RSUs vest with respect to 1,666 shares on June 26, 2020 and 1,667 shares on June 26, 2021, subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP, as amended) through such dates and subject to acceleration as provided in the 2018 EIP, as amended. ( 4 )Each option is immediately exercisable for all option shares, but shares purchased under the option are subject to certain repurchase rights by the Issuer upon cessation of the Reporting Person's Continuous Service (as defined in the 2018 EIP, as amended). The shares subject to the option vest in 12 successive equal monthly installments upon the Reporting Person's completion of each month of Continuous Service (as defined in the 2018 EIP, as amended) over the 12-month period measured from the grant date and subject to acceleration as provided in the 2018 EIP, as amended.

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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