Form 4: Sangamo Therapeutics Executive Sells Shares for Tax Withholding Following RSU Vesting

Sentiment:

Insider Transaction Report


Nathalie Dubois-Stringfellow, SVP-Chief Development Officer at Sangamo Therapeutics, disposed of 1,792 shares of common stock to cover tax obligations related to the vesting of restricted stock units.

Summary

  • Nathalie Dubois-Stringfellow, SVP-Chief Development Officer of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on May 24, 2025.
  • The transaction involved the disposition of 1,792 shares of common stock at a price of $0.4733 per share.
  • This disposition was solely for mandatory tax withholding purposes, related to the vesting of a restricted stock unit (RSU) grant on May 24, 2025.
  • The shares were surrendered to the Issuer using the closing stock price on May 23, 2025, and it was not a discretionary trade.
  • Following this transaction, Ms. Dubois-Stringfellow beneficially owns 799,747 shares of common stock.
  • Her holdings include 3,217 shares from the May 24, 2025 vesting installment of a February 24, 2023 RSU grant, with 15,030 shares remaining to vest quarterly through February 24, 2026.
  • Additionally, she holds 267,188 shares from a January 22, 2024 RSU grant, vesting quarterly through January 22, 2026.
  • She also holds 120,000 shares from a February 25, 2025 RSU grant, with one-quarter vesting on February 25, 2026, and the remainder in 8 successive equal quarterly installments thereafter.
  • All RSU vesting is contingent on her continuous service and subject to the terms of the 2018 Equity Incentive Plan.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine, non-discretionary transaction for tax purposes related to executive compensation, with no indication of positive or negative discretionary trading.

Positives

  • The transaction is a routine, non-discretionary event related to equity compensation, indicating standard corporate compensation practices.
  • The executive continues to hold a significant number of shares and unvested RSUs, aligning her interests with shareholders.

Negatives

  • The disposition of shares, even for tax purposes, reduces the executive's direct shareholding, albeit minimally in this context.

Future Outlook

The document details future vesting schedules for the reporting person's restricted stock units, with installments extending through February 2026 and beyond for the most recent grant, contingent on continuous service.

Industry Context

This Form 4 filing represents a routine insider transaction common across all industries, particularly in companies that utilize equity compensation plans like Restricted Stock Units (RSUs) to incentivize and retain executives. It does not provide specific insights into broader industry trends for biotechnology or pharmaceuticals, but rather reflects standard compensation practices.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Reference to Existing PlanThe transaction was conducted pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the '2018 EIP').N/AConfirms the company's established equity compensation framework is being utilized for executive incentives and tax compliance.

Related Party Transactions

  • The disposition of 1,792 shares was made to the Issuer (Sangamo Therapeutics, Inc.) for mandatory tax withholding purposes, which is a direct transaction between the reporting person and the company.

Stakeholder Impact

  • Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes, not indicative of a change in executive confidence or company fundamentals.
  • Employees: Reinforces the company's use of equity compensation plans as part of its remuneration strategy.

Next Steps

  • Remaining 15,030 shares from the February 24, 2023 RSU grant will vest in successive equal quarterly installments through February 24, 2026.
  • 267,188 shares from the January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026.
  • One-quarter of the 120,000 shares from the February 25, 2025 RSU grant will vest on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.

Key Dates

DateDescription
2023-02-24Date of a Restricted Stock Unit (RSU) grant to the Reporting Person.
2024-01-22Date of a Restricted Stock Unit (RSU) grant to the Reporting Person.
2025-02-25Date of a Restricted Stock Unit (RSU) grant to the Reporting Person.
2025-05-23Date used for the Issuer's closing stock price ($0.4733/share) for tax withholding calculation.
2025-05-24Transaction Date; vesting date for a portion of a Restricted Stock Unit (RSU) grant and date of shares surrendered for tax withholding.
2025-05-28Signature date of the Form 4 filing.
2026-01-22End date for successive equal quarterly installments of the January 22, 2024 RSU grant.
2026-02-24End date for successive equal quarterly installments of the February 24, 2023 RSU grant.
2026-02-25Vesting date for one-quarter of the February 25, 2025 RSU grant.

Keywords

Sangamo Therapeutics, SGMO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Equity Compensation, Executive Compensation, Biotechnology, Pharmaceuticals

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