[Form 4] Sangamo Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/22/2025, Sangamo Therapeutics (SGMO) SVP, Chief Legal Officer & Secretary Scott B. Willoughby filed a Form 4 reporting the automatic disposition of 31,866 common shares at $0.4798 per share. The shares correspond to the portion of a restricted stock unit (RSU) award that vested the same day and were surrendered exclusively for mandatory tax-withholding under the company’s Amended & Restated 2018 Equity Incentive Plan; no open-market trade occurred.

Following the withholding, Willoughby continues to hold 749,677 shares directly. This total reflects: (i) 57,197 shares from the 01/22/2024 RSU grant with 178,125 additional shares vesting quarterly through 01/22/2026; (ii) 12,024 shares from a 02/24/2023 RSU grant vesting quarterly through 02/24/2026; and (iii) 120,000 shares from a 02/25/2025 RSU grant that will vest 25 % on 02/25/2026 and the balance in eight successive quarterly installments, all subject to continued service.

The transaction appears routine and administrative, signaling no discretionary buying or selling intent by the insider.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share surrender; no signal on insider sentiment or company fundamentals.

The 31,866-share disposition is mechanically linked to RSU vesting and does not involve cash proceeds to the insider or open-market execution. Post-transaction ownership of 749,677 shares remains substantial, indicating ongoing alignment of interests. From a trading-signal perspective, the Form 4 is neutral; investors should not infer negative sentiment. No financial performance data or guidance accompanies the filing.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 and transparent equity-compensation mechanics.

The disclosure aligns with best practices: it details vesting schedules, withholding price, and continuing service conditions under the 2018 Equity Incentive Plan. Such clarity supports shareholder confidence in the company’s governance and equity-compensation oversight. Because the surrendered shares were withheld for taxes, the event is administrative rather than motivational, carrying no governance red flags.

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
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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).

1. Name and Address of Reporting Person^*

Willoughby Scott B.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CHIEF LEGAL OFFICER, SECY

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025		F		31,866(1)	D	$0.4798	749,677(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 July 22, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on July 22, 2025 of $0.4798/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) 57,197 shares resulting from the July 22, 2025 vesting installment of the Reporting Person's January 22, 2024 RSU grant, and the remaining 178,125 shares will vest in successive equal quarterly installments through January 22, 2026, (b) 12,024 shares subject to Reporting Person's February 24, 2023 RSU grant that will vest in successive equal quarterly installments through February 24, 2026 and (c) 120,000 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-fourth (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	07/24/2025
	** 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.
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FAQ

How many SGMO shares did the insider dispose of on 07/22/2025?

31,866 common shares were surrendered for tax-withholding purposes.

Was the transaction an open-market sale by Sangamo's Chief Legal Officer?

No. The shares were withheld by the company to cover taxes on RSU vesting; no market trade occurred.

What is the insider's total direct share ownership after the transaction?

Scott B. Willoughby now directly owns 749,677 SGMO shares.

When will the remaining RSU awards vest for the insider?

178,125 shares vest quarterly through 01/22/2026, 12,024 shares vest quarterly through 02/24/2026, and 120,000 shares vest 25% on 02/25/2026 with the rest in eight quarterly installments thereafter.

Does this Form 4 indicate insider confidence or concern about SGMO stock?

The filing is administrative; it neither signals bullish nor bearish sentiment.