Sec Form 4 Filing - Willoughby Scott B. @ SANGAMO THERAPEUTICS, INC - 2022-08-13

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) 08/13/2022 (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 08/13/2022 F 864( 1 ) D $ 6.33 92,966( 2 )( 3 )( 4 ) 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

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 08/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on August 13, 2022 which were surrendered by the Reporting Person to the Issuer solely for mandatory tax withholding purposes using the Issuer's closing stock price on August 12, 2022 of $6.33/share pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP"). This required tax withholding transaction is deemed to constitute a disposition of these shares to the Issuer for reporting purposes and does not represent a discretionary trade by the Reporting Person in the open market or otherwise. ( 2 )Includes: (a) 1,636 shares resulting from the August 13, 2022 annual vesting installment of the Reporting Person's August 13, 2021 RSU grant and 5,000 shares subject to such RSU grant that will vest in two remaining annual installments of 2,500 shares on each of August 13, 2023 and 2024, (b) 9,167 shares subject to the Reporting Person's February 25, 2021 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, (c) 11,502 shares subject to the Reporting Person's April 24, 2020 RSU grant that will vest in one final annual installment on April 24, 2023, and (See footnote 3) ( 3 )(d) 41,000 shares subject to the Reporting Person's February 25, 2022 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. 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 3,121 shares acquired on May 31, 2022 under the Issuer's 2020 Employee Stock Purchase Plan.

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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