SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2013	3. Issuer Name and Ticker or Trading Symbol SANGAMO BIOSCIENCES INC [ SGMO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,626,503	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)	(3)	01/17/2015	Common Stock	2,235,000(4)	7	D(1)(2)
Call Option (obligation to sell)	(3)	01/17/2015	Common Stock	2,205,500(5)	15	D(1)(2)

1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* RA Capital Healthcare Fund LP (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kolchinsky Peter (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are owned by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, LLC (the "Adviser") is the general partner of the Fund, and Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities other than on behalf of the Fund. The filing of this Form 3 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any of the securities reported herein.

2. This Form 3 is being filed to report the Fund's holdings as of June 26, 2013, the date on which the Fund became the beneficial owner of more than 10% of the issuer's outstanding common stock. This Form 3 reports all equity securities of the issuer beneficially owned by the Fund as of the time the Fund became subject to Section 16.

3. These options are exercisable at any time prior to their expiration.

4. These options are represented by 22,350 call option contracts, each representing a right to purchase 100 shares of the issuer's common stock at $7.00 per share.

5. These options are represented by 22,055 call option contracts, each representing an obligation to sell 100 shares of the issuer's common stock at $15.00 per share.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	02/18/2015
	/s/ Peter Kolchinsky, individually	02/18/2015
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	02/18/2015
	** Signature of Reporting Person	Date
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