Sec Form 4 Filing - Willoughby Scott B. @ SANGAMO THERAPEUTICS, INC - 2022-02-25

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 Willoughby Scott B. 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) SVP, Gen. Counsel & Secretary (Last) (First) (Middle) C/O SANGAMO THERAPEUTICS, INC., 7000 MARINA BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2022 (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 02/25/2022 F 1,566( 1 ) D $ 5.9 53,825( 2 )( 3 )( 4 ) D Common Stock 02/25/2022 A 41,000( 5 ) A $ 0 94,825 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) $ 5.9 02/25/2022 A 110,700 ( 6 ) 02/24/2032 Common Stock 110,700 $ 0 110,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Willoughby Scott B. C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BLVD. BRISBANE, CA94005 SVP, Gen. Counsel & Secretary Signatures Scott B. Willoughby, by /s/ Ron A. Metzger, Attorney-in-Fact 03/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on February 25, 2022 which were surrendered by the Reporting Person to the Issuer for tax withholding using the Issuer's closing stock price on February 25, 2022 of $5.90/share, pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP"). ( 2 )Includes: (a) 3,017 shares resulting from the February 25, 2022 vesting of the Reporting Person's February 25, 2021 RSU grant and 9,167 shares subject to such RSU grant that will vest in two remaining annual installments of 4,583 shares and 4,584 shares on February 25, 2023 and 2024, respectively, (b) 23,001 shares subject to the Reporting Person's April 24, 2020 RSU grant that will vest in two remaining annual installments of 11,499 shares and 11,502 shares on April 24, 2022 and 2023, respectively, (c) 405 shares subject to the Reporting Person's November 10, 2020 RSU grant that will vest in one final installment on April 29, 2022 and (d) 7,500 shares subject to the Reporting Person's August 13, 2021 RSU grant that will vest in three annual installments of 2,500 shares on each of August 13, 2022, 2023 and 2024. See footnote 3. ( 3 )The vesting of all such RSU grants is subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP. ( 4 )Includes 936 shares acquired on November 30, 2021 under the Issuer's 2020 Employee Stock Purchase Plan. ( 5 )Represents shares of common stock issuable upon settlement of an RSU grant that will vest as to one-quarter (1/4) of the shares on the first anniversary of the grant date, and the remainder of the shares will vest in 8 successive equal quarterly installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP. ( 6 )One-quarter (1/4) of the shares subject to the option will vest and become exercisable on the first anniversary of the grant date, and the remainder of the shares will vest and become exercisable in 24 successive equal monthly installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP.

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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