Sangamo Insider Withholds 723 RSU Shares; Beneficial Ownership 201,222

Rhea-AI Filing Summary

Gregory D. Davis, Head of Research & Technology and an officer of Sangamo Therapeutics, Inc. (SGMO), reported a deemed disposition of 723 shares of the issuer's common stock on 08/24/2025 under Form 4. The transaction code is F and was a mandatory tax-withholding surrender of shares underlying vested restricted stock units (RSUs) using the issuer's closing price on 08/22/2025 of $0.5863 per share; the withholding is treated as a disposition for reporting purposes and not an open-market sale. Following the transaction, the reporting person beneficially owns 201,222 shares. The filing discloses the schedule of remaining RSU vesting installments and notes vesting is subject to continuous service and potential acceleration per the 2018 Equity Incentive Plan.

Positive

• Administrative withholding only: The 723-share disposition was for mandatory tax withholding on vested RSUs, not an open-market sale.
• Detailed vesting disclosure: The filing lists remaining vesting schedules for multiple RSU grants, clarifying future equity interests.
• Compliance with reporting rules: Form 4 filed with attorney-in-fact signature, indicating timely and proper insider disclosure.

Negative

• Reduction in reported shares: A deemed disposition of 723 shares reduced the reporting person's direct holdings for withholding purposes.
• Vesting conditioned on service: Remaining RSU vesting is explicitly subject to continuous service, so future ownership is not guaranteed if service terminates.

Insights

Financial Analyst

TL;DR: Routine RSU withholding; small disposition and no open-market sale, so minimal immediate market impact.

The Form 4 documents a standard tax-withholding disposition of 723 shares tied to vested RSUs at $0.5863 per share. This is an administrative transaction rather than an active trade, and the reporting person retains 201,222 shares beneficially. The disclosure outlines remaining vesting schedules for multiple RSU awards, indicating a continued executive equity stake that vests over 2025-2026, subject to service conditions. For investors, this is a compliance filing without evidence of intentional liquidity taking.

Corporate Governance Expert

TL;DR: Filing reflects standard equity-plan mechanics and timely insider reporting; governance practices appear routine.

The submission clarifies that the 723-share disposition was solely for mandatory tax withholding on vested RSUs and was executed per the companys amended Equity Incentive Plan. The form identifies the reporting persons role and details vesting tranches across multiple grants, with continuous service and plan-allowed acceleration provisions noted. Signature by an attorney-in-fact is included, indicating proper execution. No governance red flags or unusual compensation maneuvers are apparent from the disclosed entries.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Gregory D

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BLVD.

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

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)
	Head of Research & Technology

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/24/2025		F		723(1)	D	$0.5863	201,222(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on August 24, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on August 22, 2025 of $0.5863/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) 1,299 shares resulting from the August 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 4,043 shares will vest in successive equal quarterly installments through February 24, 2026, (b) 37,500 shares subject to the Reporting Person's January 22, 2024 RSU grant that will vest in successive equal quarterly installments through January 22, 2026 and (c) 49,726 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-quarter (1/4) of the shares on February 25, 2026, 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.

	/s/ Scott Willoughby, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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FAQ

What did SGMO insider Gregory D. Davis report on Form 4?

The filing reports a deemed disposition of 723 shares on 08/24/2025 due to mandatory tax withholding on vested RSUs; beneficial ownership after the transaction is 201,222 shares.

Was the 723-share transaction an open-market sale by the SGMO insider?

No; the transaction code F indicates the shares were surrendered for tax withholding related to vested RSUs and not sold in the open market.

At what price were the withheld SGMO shares valued?

The shares were withheld using the issuer's closing price on 08/22/2025 of $0.5863 per share.

How many SGMO shares does the reporting person beneficially own after the transaction?

The Form 4 discloses 201,222 shares beneficially owned following the reported withholding disposition.

Are there additional unvested RSU grants for the SGMO reporting person?

Yes; the filing details multiple RSU grants with scheduled vesting through February 24, 2026 and January 22, 2026, and a February 25, 2026 installment, with remaining tranches thereafter, all subject to continuous service and possible acceleration per the 2018 EIP.