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
	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* LANPHIER EDWARD O II (Last) (First) (Middle) C./O SANGAMO BIOSCIENCES INC, STE A-100 POINT RICHMOND TECH CNTR,501 CANAL BLVD. (Street) RICHMOND CA 94804 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Pres & Chief Ex Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/05/2008
	4. 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 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	03/05/2008		M(4)		400,000	A	$0.17	1,977,242	I(2)	By Trust(1)
Common Stock	03/05/2008		S(4)		10,000	D	$12.67	1,967,242	I	By Trust(1)
Common Stock	03/05/2008		S(4)		5,000	D	$12.72	1,962,242	I	By Trust(1)
Common Stock	03/05/2008		S(4)		5,000	D	$12.77	1,957,242	I	By Trust(1)
Common Stock	03/05/2008		S(4)		5,000	D	$12.74	1,952,242	I	By Trust(1)
Common Stock	03/05/2008		S(4)		25,000	D	$12.55	1,927,242	I	By Trust(1)
Common Stock	03/06/2008		S(4)		200	D	$12.67	1,927,042	I	By Trust(1)
Common Stock	03/06/2008		S(4)		400	D	$12.68	1,926,642	I	By Trust(1)
Common Stock	03/06/2008		S(4)		600	D	$12.7	1,926,042	I	By Trust(1)
Common Stock	03/06/2008		S(4)		300	D	$12.71	1,925,742	I	By Trust(1)
Common Stock	03/06/2008		S(4)		400	D	$12.5	1,925,342	I	By Trust(1)
Common Stock	03/06/2008		S(4)		5,000	D	$12.6	1,920,342	I	By Trust(1)
Common Stock	03/06/2008		S(4)		4,600	D	$12.57	1,915,742	I	By Trust(1)
Common Stock	03/06/2008		S(4)		100	D	$12.69	1,915,642	I	By Trust(1)
Common Stock	03/06/2008		S(4)		3,400	D	$12.64	1,912,242	I	By Trust(1)
Common Stock	03/06/2008		S(4)		10,000	D	$12.4	1,902,242	I	By Trust(1)
Common Stock								200,000	D
Common Stock								100,000	I	By Trust for Son(3)
Common Stock								100,000	I	By Trust for Daughter(3)
Common Stock								100,000	I	By Trust for Daughter(3)
Common Stock								100,000	I	By Trust for Daughter(3)

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
Employee Stock Option (Right to Buy)	$0.17	03/05/2008		M(4)			400,000	(5)	05/06/2008	Common Stock	400,000	$0	0	D

Explanation of Responses:

1. These shares are held in the Edward O. Lanphier II and Cameron M. Lanphier Trust U/T/A August 30, 2002, Edward O Lanphier II and Cameron M. Lanphier Trustees (the "Trust").

2. Immediately after exercising these options (the "Options"), the Reporting Person will transfer all 400,000 shares of Common Stock issued upon exercise of the Options to the Trust.

3. The Reporting Person disclaims beneficial ownership of the shares held by each of his children and this report shall not be deemed to be an admission that Mr. Lanphier is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The Options have an expiration date of May 6, 2008. The sales of shares reported herein were intended to provide funds to partially cover anticipated tax liabilities arising from the exercise of the Options. The exercise of Options and sales of shares reported herein were completed at a time and in a manner consistent with the Issuer's insider trading policy.

5. The Options vest and become exercisable for twenty five percent of the shares upon the optionee's completion of one year of service measured from the grant date and vest and become exercisable for the balance of the shares in thirty six successive equal monthly installments upon his or her completion of each additional month of service thereafter.

	/s/ Edward O Lanphier, II	03/07/2008
	** 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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