Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.6.0.2
Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 5,000,000 preferred shares authorized, which may be issued at the discretion of the Company’s Board of Director’s discretion.

Common Stock

On March 25, 2014, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 4,444,444 shares of its common stock at a public offering price of $22.50 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $93.8 million.

Stock Incentive Plan

In April 2013 Sangamo’s Board of Directors adopted, subject to stockholder approval, the Company’s 2013 Stock Incentive Plan (the 2013 Plan) as the successor to the Company’s 2004 Stock Incentive Plan (the 2004 Plan). At the Annual Meeting of Stockholders held on June 12, 2013, the 2013 Plan was approved by the Company’s stockholders and became effective. In connection with the approval by stockholders of the 2013 Plan, outstanding awards under the 2004 Plan were transferred to the 2013 Plan. The 2004 Plan was terminated and no further awards will be made pursuant to the 2004 Plan.

Under the 2013 Plan, the exercise price per share of options granted will generally not be less than 100 percent of the fair value per share of common stock on the grant date, and the option term will not exceed ten years. If the person to whom the option is granted is a 10 percent stockholder, and the option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110 percent of the fair value per share of common stock on the grant date, and the option term will not exceed five years. Options granted under the 2013 Plan generally vest over four years at a rate of 25 percent one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. Certain options previously granted under the 2004 Plan to the Company’s non-employee directors are structured so that they may be exercised prior to vesting, with the related shares subject to Sangamo’s right to repurchase any shares that have not vested pursuant to the vesting schedule in effect for such award at the exercise price paid if the option holder’s board service terminates. Approximately 14.1 million shares were initially reserved for issuance under the 2013 Plan, including 9.7 million shares of common stock subject to outstanding awards previously granted under the 2004 Plan that were transferred to the 2013 Plan, and an additional 4.4 million shares of common stock.

The number of shares of common stock reserved for issuance under the 2013 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) on a 1-for-1 basis for each share of common stock issued pursuant to a full value award granted under the plan prior to the plan effective date, and (iii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan on or after the plan effective date.

Shares subject to any outstanding options or other awards under the 2013 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those options or awards will be available for subsequent issuance under the 2013 Plan. Any unvested shares issued under the 2013 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2013 Plan, will be added back to the number of shares reserved for issuance under the 2013 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the plan.

In June 2015 Sangamo’s stockholders were asked to vote to approve the amendment and restatement of our 2013 Stock Incentive Plan in order to increase the number of shares in our common stock reserved for issuance over the term of the 2013 Plan by 5,300,000 shares. At the Annual Meeting of Stockholders held on June 22, 2015, the amendment and restatement of our 2013 Stock Incentive Plan was approved by the Company’s stockholders and became effective.

 

On December 7, 2016, we entered into an “at the market” offering agreement with an investment bank, pursuant to which we may issue and sell from time to time up to $75.0 million of our common stock through the bank as the sales agent (“ATM Agreement”). Under the ATM Agreement, if we decide to sell shares, the sales agent will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us.  Sales of the common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, as amended, including sales made directly on The NASDAQ Global Market and any other trading market for the common stock, and sales to or through a market maker other than on an exchange. In addition, with our prior written consent, the sales agent may also sell our common stock in negotiated transactions.   To date we have not sold any shares under the ATM Agreement.

Employee Stock Purchase Plan

Sangamo’s 2010 Employee Stock Purchase Plan (Purchase Plan), which supersedes the 2000 Employee Stock Purchase Plan, provides a total reserve of 2,100,000 shares of common stock for issuance under the Purchase Plan. Eligible employees may purchase common stock at 85 percent of the lesser of the fair market value of Sangamo’s common stock on the first day of the applicable two-year offering period or the last day of the applicable six-month purchase period.

Stock Option Activity

A summary of Sangamo’s stock option activity is as follows:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Weighted Average

 

 

Aggregate

 

 

 

Number of

 

 

Exercise per

 

 

Remaining

 

 

Intrinsic

 

 

 

Shares

 

 

Share Price

 

 

Contractual Term

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

(In years)

 

 

(In thousands)

 

Options outstanding at December 31, 2015

 

 

8,177,368

 

 

$

9.24

 

 

 

 

 

 

 

 

 

Options granted

 

 

1,995,000

 

 

$

5.39

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(72,843

)

 

$

4.05

 

 

 

 

 

 

 

 

 

Options canceled

 

 

(843,019

)

 

$

10.79

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2016

 

 

9,256,506

 

 

$

8.31

 

 

 

5.52

 

 

$

41

 

Options vested and expected to vest at December 31, 2016

 

 

8,837,719

 

 

$

8.39

 

 

 

5.35

 

 

$

41

 

Options exercisable at December 31, 2016

 

 

6,034,569

 

 

$

8.54

 

 

 

3.85

 

 

$

41

 

 

Newly created shares are issued upon exercises of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2016. The intrinsic value of options exercised was $0.1 million, $6.4 million and $20.4 million during 2016, 2015 and 2014, respectively.

At December 31, 2016, the aggregate intrinsic values of outstanding and exercisable options were $0.0 million and $0.0 million, respectively. The aggregate intrinsic value of options vested and expected to vest as of December 31, 2016, 2015 and 2014 was $0.0 million, $14.0 million and $49.4 million, respectively.

 

The following table summarizes information with respect to stock options outstanding at December 31, 2016:

 

 

 

 

Options Outstanding and Exercisable

 

 

Options Exercisable

 

 

 

Number of

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

Shares of

 

 

 

 

 

 

 

common stock

 

 

Weighted Average

 

 

common stock

 

 

 

 

 

 

 

subject to

 

 

Remaining

 

 

subject to

 

 

Weighted Average

 

Range of Exercise Price

 

options

 

 

Contractual Life

 

 

options

 

 

Exercise Price

 

 

 

 

 

 

 

(In years)

 

 

 

 

 

 

 

 

 

$2.55 – $3.45

 

 

1,226,700

 

 

 

5.52

 

 

 

681,700

 

 

$

3.34

 

$3.55 – $5.35

 

 

1,103,291

 

 

 

4.86

 

 

 

755,291

 

 

$

5.32

 

$5.36 – $5.70

 

 

1,545,209

 

 

 

4.04

 

 

 

1,481,209

 

 

$

5.54

 

$5.72 – $7.07

 

 

1,295,575

 

 

 

6.66

 

 

 

417,616

 

 

$

6.06

 

$7.24 – $9.40

 

 

165,596

 

 

 

7.00

 

 

 

93,517

 

 

$

8.12

 

$9.41 – $9.41

 

 

1,018,710

 

 

 

8.14

 

 

 

349,418

 

 

$

9.41

 

$9.45 – $12.80

 

 

931,334

 

 

 

5.75

 

 

 

743,227

 

 

$

11.89

 

$12.96 – $14.07

 

 

1,398,591

 

 

 

4.97

 

 

 

1,032,356

 

 

$

14.00

 

$14.15 – $19.51

 

 

559,000

 

 

 

4.04

 

 

 

471,642

 

 

$

14.78

 

$19.80 – $19.80

 

 

12,500

 

 

 

7.23

 

 

 

8,593

 

 

$

19.80

 

 

 

 

9,256,506

 

 

 

5.52

 

 

 

6,034,569

 

 

$

8.54

 

 

Restricted Stock Units

During 2016, 2015 and 2014, the Company awarded 60,000, 446,000, and 488,000  Restricted Stock Units (RSUs), respectively. The RSUs awarded in 2016, 2015 and 2014 had an average grant date fair value per award of $5.16, $9.45 and $14.05, respectively. These awards will vest as follows: one-third of the award will vest in a series of three successive equal annual installments. The aggregate fair value of RSUs vested during 2016, 2015 and 2014 was $4.8 million, $4.1 million and $3.2 million, respectively.

A summary of Sangamo’s RSU activity is as follows:

 

 

 

Number

 

 

Weighted Average

 

 

 

 

 

 

 

of

 

 

Remaining

 

 

Aggregate Intrinsic

 

 

 

Shares

 

 

Contractual Term

 

 

Value

 

 

 

 

 

 

 

(In years)

 

 

(In thousands)

 

RSUs outstanding at December 31, 2015

 

 

830,817

 

 

 

 

 

 

 

 

 

RSUs awarded

 

 

60,000

 

 

 

 

 

 

 

 

 

RSUs released

 

 

(406,921

)

 

 

 

 

 

 

 

 

RSUs forfeited

 

 

(162,080

)

 

 

 

 

 

 

 

 

RSUs outstanding at December 31, 2016

 

 

321,816

 

 

 

1.41

 

 

$

982

 

RSUs vested and expected to vest at December 31, 2016

 

 

294,226

 

 

 

1.40

 

 

$

897

 

 

RSUs that vested in 2016, 2015 and 2014 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 165,181, 172,807, and 309,102 for 2016, 2015 and 2014, respectively and were based on the value of the RSUs on their respective issuance dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $0.8 million, $1.5 million and $4.6 million in 2016, 2015 and 2014, respectively and are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

As of December 31, 2016, there were 3,492,191 shares reserved for future awards under the Company’s 2013 Plan and 1,089,668 shares of common stock reserved for future issuance under the Purchase Plan.