Sec Form 4 Filing - McClung David Mark @ SANGAMO THERAPEUTICS, INC - 2021-02-25

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 McClung David Mark 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, Chief Business Officer (Last) (First) (Middle) C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (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 02/25/2021 A 40,000 ( 1 ) A $ 0 140,000 ( 2 ) 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) $ 11.19 02/25/2021 A 80,000 ( 3 ) 02/24/2031 Common Stock 80,000 $ 0 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McClung David Mark C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BLVD BRISBANE, CA94005 EVP, Chief Business Officer Signatures /s/ Matthew Colvin, Attorney-in-Fact for D. Mark McClung 03/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 40,000 shares of common stock issuable upon settlement of restricted stock units ("RSUs"), granted to the Reporting Person on February 25, 2021 that will vest in three (3) equal annual installments on each 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 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 dates. ( 2 )Includes 100,000 shares of common stock issuable upon settlement of RSUs granted to the Reporting Person on June 25, 2020. The RSUs will vest with respect to 1/3rd of the shares 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 2018 EIP, as amended through such dates. ( 3 )One-quarter (1/4) of the option shares vest and become exercisable upon completion of one (1) year of Continuous Service, as defined in the 2018 EIP, as amended, by the Reporting Person measured from the February 25, 2021 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, subject to the Reporting Person's Continuous Service as defined in the 2018 EIP, as amended, through each such vesting date, and subject to acceleration as provided in the 2018 EIP, as amended.

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