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* Dubois-Stringfellow Nathalie (Last) (First) (Middle) C/O SANGAMO THERAPEUTICS, INC. 7000 MARINA BOULEVARD (Street) BRISBANE CA 94005 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/09/2022	3. Issuer Name and Ticker or Trading Symbol SANGAMO THERAPEUTICS, INC [ SGMO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP-Chief Development Officer	5. 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 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	94,954(1)(2)	D

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
Stock Option (Right to Buy)	(3)	01/26/2027	Common Stock	54,229	3.5	D
Stock Option (Right to Buy)	(3)	01/24/2028	Common Stock	30,000	20.05	D
Stock Option (Right to Buy)	(4)	02/25/2029	Common Stock	15,628	9.03	D
Stock Option (Right to Buy)	(5)	02/25/2030	Common Stock	55,000	6.8	D
Stock Option (Right to Buy)	(6)	02/25/2031	Common Stock	48,000	11.19	D
Stock Option (Right to Buy)	(7)	02/25/2032	Common Stock	121,770	5.9	D

Explanation of Responses:

1. Includes: (a) 9,168 shares of common stock subject to the Reporting Person's February 25, 2020 restricted stock unit ("RSU") grant that will vest in one final annual installment on February 25, 2023 and (b) 16,000 shares subject to the Reporting Person's February 25, 2021 RSU grant that will vest in two remaining annual installments of 8,000 shares on each of February 25, 2023 and 2024. Each such RSU grant vests with respect to 1/3rd of the shares subject to such RSU grant in three equal annual installments over the three-year period measured from the date of grant, subject to the Reporting Person's Continuous Service (as defined in the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP")) through each such date and subject to acceleration as provided in the 2018 EIP.

2. Includes 45,100 shares of common stock subject to the Reporting Person's February 25, 2022 RSU grant that will vest as to one-quarter (1/4) of the shares on the first anniversary of the grant date, and the remainder of the shares will vest in 8 successive equal quarterly installments thereafter, 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.

3. Fully vested and exercisable.

4. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2019 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 successive equal monthly installments thereafter, 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.

5. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2020 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 successive equal monthly installments thereafter, 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.

6. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the anniversary of the February 25, 2021 grant date, and the remainder of the shares subject to the option vest and become exercisable in 36 successive equal monthly installments thereafter, 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.

7. One-quarter (1/4) of the shares subject to the option will vest and become exercisable on the first anniversary of the grant date, and the remainder of the shares will vest and become exercisable in 24 successive equal monthly installments thereafter, 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.

Remarks:

	Nathalie Dubois-Stringfellow, by /s/ Ron A. Metzger, Attorney-in-Fact	09/19/2022
	** 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 5 (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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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
Prathyusha Duraibabu, Scott Willoughby, Nikunj Jain, Stephen de Guzman and Ron
A. Metzger of Cooley LLP, counsel to Sangamo Therapeutics, Inc. (the "Company"),
with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

1.    execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director, as the case may be, of the Company, Forms 3,
4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder;

2.    do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendments thereto, and timely file such form with the
U.S. Securities and Exchange Commission (the "SEC") and any securities exchange
or similar authority, including without limitation the filing of a Form ID or
any other documents necessary or appropriate to enable the undersigned to file
the Forms 3, 4 and 5 electronically with the SEC;

3.    seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any broker or financial institution, and the undersigned hereby authorizes
any such person to release any such information to each of the undersigned's
attorneys-in-fact appointed by this Power of Attorney and approves and ratifies
any such release of information; and

4.    take any other action in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
information and disclosure as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request and on the behalf of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities
to comply with, or any liability for the failure to comply with, any provision
of Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
this 14th day of September, 2022.

/s/ Nathalie Dubois-Stringfellow