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Sangamo (SGMO) CEO reports RSU withholding — 7,488 shares at $0.5863

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) director and President & CEO Sandy Macrae reported a Form 4 disclosing a tax-withholding disposition tied to RSU vesting. On 08/24/2025, 7,488 shares were surrendered for mandatory tax withholding at the issuer's closing price of $0.5863 per share. The filing reports 2,183,972 shares beneficially owned following the transaction. The disposition reflects vested restricted stock units from prior grants and is described as a required withholding action under the company’s 2018 Equity Incentive Plan rather than an open-market sale. The filing details remaining scheduled vesting for multiple RSU grants, with specific vesting installments through February 2026 and January 2026 and contingent on continuous service.

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Insights

TL;DR: Routine tax-withholding disposition for vested RSUs by CEO; procedural, not a discretionary sale.

The Form 4 documents a standard Section 16 reportable event: RSU vesting followed by mandatory share surrender to satisfy tax withholding. The transaction code and explanation confirm this was not an open-market trade but an internal withholding pursuant to the 2018 Equity Incentive Plan. Reporting of 2,183,972 shares beneficially owned provides a current ownership snapshot. For compliance reviewers, the filing is complete with transaction date, price used for withholding, and signature by attorney-in-fact.

TL;DR: Disclosure details vesting schedules and remaining RSU tranches; useful for modeling future dilution but not an immediate liquidity event.

The explanation enumerates multiple RSU grants: the August 24, 2025 vesting installment (7,259 shares from a 2023 grant) and larger grants from 2024 and 2025 with scheduled quarterly vesting through January and February 2026 and beyond. These vesting schedules are conditional on continuous service and may be accelerated only as provided by the 2018 EIP. This transparency helps forecast potential future share releases but the current transaction solely addresses withholding obligations.

Insider Macrae Sandy
Role PRESIDENT, CEO AND DIRECTOR
Type Security Shares Price Value
Tax Withholding Common Stock 7,488 $0.5863 $4K
Holdings After Transaction: Common Stock — 2,183,972 shares (Direct)
Footnotes (1)
  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. Includes: (a) 7,259 shares resulting from the August 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 29,494 shares will vest in successive equal quarterly installments through February 24, 2026, (b) 500,000 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) 375,000 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Macrae Sandy
(Last) (First) (Middle)
C/O SANGAMO THERAPEUTICS, INC.
501 CANAL BLVD.
(Street)
RICHMOND CA 94084
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT, CEO AND DIRECTOR
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 7,488(1) D $0.5863 2,183,972(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) 7,259 shares resulting from the August 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 29,494 shares will vest in successive equal quarterly installments through February 24, 2026, (b) 500,000 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) 375,000 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/ Prathyusha Duraibabu, 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.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did SGMO insider Sandy Macrae report on Form 4?

The Form 4 reports that Sandy Macrae surrendered 7,488 shares on 08/24/2025 for mandatory tax withholding related to vested RSUs.

Was the 7,488-share disposition an open-market sale by SGMO CEO?

No. The filing states the shares were surrendered to the issuer solely for mandatory tax withholding and not sold in the open market.

What price was used for the tax withholding on the SGMO Form 4?

The issuer's closing stock price on 08/22/2025 of $0.5863 per share was used to calculate withholding.

How many SGMO shares does Sandy Macrae beneficially own after the transaction?

The Form 4 reports 2,183,972 shares beneficially owned following the reported transaction.

Are there additional RSU vesting schedules disclosed?

Yes. The filing describes remaining vesting: shares from a 2023 grant vest quarterly through 02/24/2026, a 2024 grant vests through 01/22/2026, and a 2025 grant begins vesting with a quarter on 02/25/2026 with further quarterly installments.