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
X	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* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SANGAMO BIOSCIENCES INC [ SGMO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 01/29/2014
	4. 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 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	02/05/2014		P		13,694	A	$18.165	3,696,696	D(1)
Common Stock	02/05/2014		P		17,640	A	$18.21	3,714,336	D(1)
Common Stock	02/05/2014		P		10,666	A	$18.3623	3,725,002	D(1)
Common Stock	02/06/2014		S		7,312	D	$18.4194	3,717,690	D(1)
Common Stock	02/07/2014		S		34,688	D	$18.5203	3,683,002	D(1)
Common Stock	02/11/2014		P		42,000	A	$19.6494	3,725,002	D(1)
Common Stock	02/12/2014		P		42,000	A	$18.0386	3,767,002	D(1)
Common Stock	02/13/2014		S		15,409	D	$18.4592	3,751,593	D(1)
Common Stock	02/14/2014		S		15,380	D	$18.6064	3,736,213	D(1)
Common Stock	02/18/2014		S		11,172	D	$18.1058	3,725,041	D(1)
Common Stock	02/19/2014		S		6,720	D	$18.5149	3,718,321	D(1)
Common Stock	02/20/2014		S		39	D	$18.39	3,718,282	D(1)
Common Stock	02/20/2014		S		35,280	D	$18.4	3,683,002	D(1)
Common Stock	02/26/2014		P		32,194	A	$19.1501	3,715,196	D(1)
Common Stock	02/26/2014		P		42,000	A	$19.8982	3,757,196	D(1)
Common Stock	02/27/2014		S		14,953	D	$19.26	3,742,243	D(1)
Common Stock	02/27/2014		S		17,243	D	$19.4574	3,725,000	D(1)
Common Stock	02/28/2014		P		42,000	A	$18.0987	3,767,000	D(1)
Common Stock	03/03/2014		S		67,200	D	$18.21	3,699,800	D(1)
Common Stock	03/03/2014		S		16,800	D	$18.2256	3,683,000	D(1)
Common Stock	03/06/2014		P		42,001(2)	A	$22.445	3,683,000	D(1)
Common Stock	03/06/2014		P		42,000(2)	A	$22.5603	3,683,000	D(1)
Common Stock	03/06/2014		S		31,531(3)	D	$23.1786	3,683,000	D(1)
Common Stock	03/06/2014		S		241,471(3)	D	$23.235	3,683,000	D(1)
Common Stock	03/06/2014		S		20,415(3)	D	$24.0014	3,683,000	D(1)

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
Call Option (right to buy)	$20	01/29/2014		P			8,275	(4)	01/17/2016	Common Stock	827,500(5)	$7	8,275	D(1)
Call Option (obligation to sell)	$30	01/29/2014		S			8,275	(4)	01/17/2016	Common Stock	827,500(5)	$3.9	8,275	D(1)
Call Option (right to buy)	$25	01/29/2014		P			8,275	(4)	01/17/2016	Common Stock	827,500(6)	$5	8,275	D(1)
Call Option (obligation to sell)	$35	01/29/2014		S			8,275	(4)	01/17/2016	Common Stock	827,500(6)	$2.6	8,275	D(1)

1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 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 4 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. The number of shares reported in Col 5 of Table I and the number of options reported in Col 9 of Table II reflect the number of shares or options, as applicable, beneficially owned by the Fund as of the time of the last transaction reported herein.

2. The Fund delivered these shares to a stock lender to satisfy the Fund's obligation to return shares previously borrowed.

3. The Fund borrowed shares for delivery against this sale.

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

5. These options reflect an "option spread" strategy pursuant to which the Fund simultaneously (1) purchased 8,275 call option contracts, each representing a right to purchase 100 shares of the issuer's common stock at $20.00 per share and (2) sold 8,275 call option contracts, each representing an obligation to sell 100 shares of the issuer's common stock at $30.00 per share.

6. These options reflect an "option spread" strategy pursuant to which the Fund simultaneously (1) purchased 8,275 call option contracts, each representing a right to purchase 100 shares of the issuer's common stock at $25.00 per share and (2) sold 8,275 call option contracts, each representing an obligation to sell 100 shares of the issuer's common stock at $35.00 per share.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	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
	/s/ Peter Kolchinsky, individually	02/18/2015
	** 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).
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