| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/18/2024 |
3. Issuer Name and Ticker or Trading Symbol
SANGAMO THERAPEUTICS, INC [ SGMO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 203,089(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | (2) | 06/25/2030 | Common Stock | 60,000 | 9.16 | D | |
| Stock Option (Right to Buy) | (3) | 02/25/2031 | Common Stock | 25,000 | 11.19 | D | |
| Stock Option (Right to Buy) | (4) | 02/25/2032 | Common Stock | 27,225 | 5.9 | D | |
| Stock Option (Right to Buy) | (5) | 02/24/2033 | Common Stock | 64,688 | 2.66 | D | |
| Explanation of Responses: |
| 1. 1. Includes (a) 2,836 shares subject to the Reporting Person's February 25, 2022 restricted stock unit ("RSU") grant that will vest in successive equal quarterly installments through February 25, 2025, (b) 12,129 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) 150,000 shares subject to the Reporting Person's January 22, 2024 RSU grant that will vest as to one-half (1/2) of the shares on the first anniversary of the grant date, and the remainder of the shares will vest in 4 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 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. Fully vested and exercisable. |
| 3. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the first 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. |
| 4. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the first anniversary of the February 25, 2022 grant date, and the remainder of the shares subject to the option 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. |
| 5. One-quarter (1/4) of the shares subject to the option vested and became exercisable on the first anniversary of the February 24, 2023 grant date, and the remainder of the shares subject to the option 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. |
| /s/ Ron A. Metzger, Attorney-in-Fact | 10/28/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Prathyusha Duraibabu, Scott Willoughby, Nikunj Jain, Frances Tan 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 caused this Power of Attorney to be executed on 10/15/24.
Signature:
/s/ Gregory D. Davis
Gregory D. Davis