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Form 3 SANGAMO BIOSCIENCES INC For: Nov 30 Filed by: Herberts Curt A. III

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December 2, 2016 7:53 PM EST
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 *
Herberts Curt A. III
(Last) (First) (Middle)
C/O SANGAMO BIOSCIENCES INC.
POINT RICHMOND TECH CNTR. 501 CANAL BLVD
(Street)
RICHMOND CA 94804
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2016 		3. Issuer Name and Ticker or Trading Symbol
SANGAMO BIOSCIENCES INC [ SGMO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP & CBO
 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 38,152 (1)
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
Employee Stock Option (Right to Buy)   (2) 10/17/2020 Common Stock 3,646 3.99 D  
Employee Stock Option (Right to Buy)   (2) 08/31/2021 Common Stock 5,000 5.12 D  
Employee Stock Option (Right to Buy)   (2) 12/07/2021 Common Stock 3,000 2.55 D  
Employee Stock Option (Right to Buy)   (3) 12/05/2022 Common Stock 16,146 5.41 D  
Employee Stock Option (Right to Buy)   (4) 12/11/2023 Common Stock 20,000 12.12 D  
Employee Stock Option (Right to Buy)   (5) 12/10/2024 Common Stock 20,000 14.07 D  
Employee Stock Option (Right to Buy)   (6) 07/26/2025 Common Stock 10,000 8.87 D  
Employee Stock Option (Right to Buy)   (7) 12/07/2025 Common Stock 37,500 9.41 D  
Explanation of Responses:
1. Includes (i) 3,333 shares subject to restricted stock units granted on December 12, 2013 which will vest upon the Reporting Person's continued service with the Issuer through December 12, 2016, (ii) 6,666 shares subject to restricted stock units granted on December 11, 2014 which will vest in two (2) equal installments upon the Reporting Person's continued service with the Issuer through December 11, 2016 and December 11, 2017, and (iii) 18,750 shares subject to restricted stock units granted on December 8, 2015 which will vest in three (3) equal installments upon the Reporting Person's continued service with the Issuer during the three (3) year period measured from the grant date.
2. The shares underlying the stock option are fully vested and exercisable.
3. The shares underlying the stock option will be fully vested and exercisable on December 5, 2016, provided that the Reporting Person remains in service with the Issuer through such vesting date.
4. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 12, 2013 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.
5. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 11, 2014 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.
6. One-quarter (1/4) of the option shares vested and became exercisable upon completion of one (1) year of service by the Reporting Person measured from the July 27, 2015 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.
7. One-quarter (1/4) of the option shares will vest and become exercisable upon completion of one (1) year of service by the Reporting Person measured from the December 8, 2015 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.
/s/ Florence Tam, Attorney-in-Fact 12/02/2016
** 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).
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 Florence Tam 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 Sangamo BioSciences, Inc. (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 as of this 28 day of November 2016.


 
Signature:
   
 
/s/ Curt A. Herberts III                             
 
Curt A. Herberts III


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