SANGAMO THERAPEUTICS, INC — Director's Dealing 2013

Mar 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SANGAMO BIOSCIENCES INC (SGMO)
CIK: 0001001233
Period of Report: 2013-03-26

Reporting Person: ANDO DALE G (VP, Therapeutic Dev. & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-26	Common Stock	M	5800	$3.61	Acquired	94598	Direct
2013-03-26	Common Stock	M	9200	$3.61	Acquired	103798	Direct
2013-03-26	Common Stock	S	15000	$9.1816	Disposed	88798	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-26	Employee Stock Option (Right to Buy)	$3.61	M	5800	Disposed	2014-08-01	Common Stock (5800)	Direct
2013-03-26	Employee Stock Option (Right to Buy)	$3.61	M	9200	Disposed	2014-08-01	Common Stock (9200)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on June 26, 2012, as amended on September 12, 2012.

F2: Includes 50,000 shares and 35,000 shares subject to restricted stock units granted on December 8, 2011 and December 6, 2012, respectively, which will be issued as such units vest in accordance with their terms.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.08 to $9.30, inclusive. The Reporting Person undertakes to provide to Sangamo BioSciences, Inc., any security holder of Sangamo BioSciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F4: All shares underlying this option are vested and immediately exercisable.