Form 4: Sangamo Therapeutics CEO Sandy Macrae Reports Routine Share Disposition for Tax Withholding

Sangamo Therapeutics' President and CEO, Sandy Macrae, reported the disposition of 7,488 common shares valued at $0.4733 per share to cover mandatory tax withholding obligations related to a restricted stock unit vesting.

Summary

• Sandy Macrae, President, CEO, and Director of Sangamo Therapeutics, Inc. (SGMO), reported a disposition of 7,488 shares of common stock on May 24, 2025.
• The shares were valued at $0.4733 per share, based on the closing stock price on May 23, 2025.
• This transaction was solely for mandatory tax withholding purposes, required upon the vesting of a restricted stock unit (RSU) grant, and does not represent a discretionary trade by Mr. Macrae.
• Following this reported transaction, Mr. Macrae beneficially owns 2,318,410 shares of Sangamo Therapeutics common stock.
• The filing also details Mr. Macrae's remaining unvested RSU grants, including 44,241 shares from a February 24, 2023 grant vesting through February 24, 2026, 750,000 shares from a January 22, 2024 grant vesting through January 22, 2026, and 375,000 shares from a February 25, 2025 grant vesting from February 25, 2026, onwards.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction for tax withholding related to RSU vesting. It is neutral in sentiment, reflecting standard executive compensation practices without indicating positive or negative operational or financial performance.

Positives

• The vesting of restricted stock units indicates ongoing compensation and retention of key management, aligning their interests with shareholders.
• The significant number of shares beneficially owned (2,318,410) by the CEO suggests a substantial personal stake in the company's performance.

Negatives

• The disposition of shares, even for tax purposes, reduces the direct shareholding of the CEO, albeit minimally in this context.
• The low share price of $0.4733 at which the shares were valued for tax withholding could reflect a low market valuation for the company.

Risks

• The vesting of all RSU grants is subject to the Reporting Person's 'Continuous Service' (as defined in the 2018 EIP), meaning unvested shares may be forfeited if employment terminates.

Future Outlook

The document outlines future vesting schedules for significant RSU grants to the CEO, indicating a long-term incentive structure tied to his continuous service with the company through early 2026 and beyond.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically related to executive compensation. It does not provide broader industry context but reflects standard practices for managing equity-based compensation in publicly traded biotechnology or pharmaceutical companies.

Corporate Governance

Related Party Transactions

• The disposition of shares for tax withholding and the underlying RSU grants represent transactions between the company (Issuer) and its President, CEO, and Director (Sandy Macrae), who is a related party. These are part of standard executive compensation.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding executive compensation and share ownership, which can influence investor confidence. The non-discretionary nature of the sale for tax purposes typically has minimal impact on shareholder perception compared to open market sales.
• Employees: The details of RSU vesting schedules highlight the company's long-term incentive programs for key personnel.

Next Steps

• Continued vesting of 44,241 shares from the February 24, 2023 RSU grant in successive equal quarterly installments through February 24, 2026.
• Continued vesting of 750,000 shares from the January 22, 2024 RSU grant in successive equal quarterly installments through January 22, 2026.
• Vesting of 375,000 shares from the February 25, 2025 RSU grant, with one-quarter vesting on February 25, 2026, and the remainder in 8 successive equal quarterly installments thereafter.

Key Dates

Recommendation

Keywords

Sangamo Therapeutics, SGMO, Form 4, SEC filing, insider transaction, restricted stock units, RSU, stock vesting, tax withholding, executive compensation, Sandy Macrae, beneficial ownership