Form 4: Sangamo Therapeutics Legal Officer Reports Routine Stock Disposition for Tax Withholding

Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc., reported a disposition of 1,433 shares of common stock valued at $0.4733 per share on May 24, 2025, solely for mandatory tax withholding related to vested restricted stock units.

Summary

• Scott B. Willoughby, Sangamo Therapeutics' SVP, Chief Legal Officer, and Secretary, reported a transaction on May 24, 2025.
• The transaction involved the disposition of 1,433 shares of Sangamo Therapeutics Common Stock.
• These shares were surrendered for mandatory tax withholding purposes, related to the vesting of a restricted stock unit (RSU) grant.
• The shares were valued at $0.4733 per share, based on the Issuer's closing stock price on May 23, 2025.
• This disposition was not a discretionary trade by Mr. Willoughby but a required administrative action under the company's Amended and Restated 2018 Equity Incentive Plan (2018 EIP).
• Following this transaction, Mr. Willoughby beneficially owns 781,543 shares of common stock.
• The total beneficial ownership includes 2,574 shares from the May 24, 2025 vesting installment of a February 24, 2023 RSU grant, with 12,024 shares remaining to vest quarterly through February 24, 2026.
• It also includes 267,188 shares from a January 22, 2024 RSU grant, vesting quarterly through January 22, 2026.
• Additionally, 120,000 shares from a February 25, 2025 RSU grant will vest as to one-quarter on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.
• All RSU vesting is contingent upon Mr. Willoughby's continuous service to the company and subject to acceleration as defined in the 2018 EIP.

Sentiment

Score: 5

Explanation: The document reports a routine, non-discretionary insider transaction related to executive compensation (tax withholding on RSU vesting). It does not indicate any operational or financial performance changes, thus maintaining a neutral sentiment.

Positives

• The transaction is a routine administrative event related to executive compensation, indicating the vesting of previously granted restricted stock units.
• The executive continues to hold a substantial number of shares and unvested RSUs, aligning his interests with shareholders.

Negatives

• No direct negatives are indicated by this routine tax withholding transaction.

Future Outlook

The document outlines future vesting schedules for the Reporting Person's Restricted Stock Units (RSUs), with installments expected through February 2026 for the February 24, 2023 and January 22, 2024 grants, and extending beyond February 2026 for the February 25, 2025 grant. These vestings are contingent on continuous service.

Industry Context

This Form 4 filing is a routine disclosure of an insider's change in beneficial ownership, specifically related to executive compensation. It does not provide broader industry context or trends, as its purpose is to report individual stock transactions by company insiders.

Corporate Governance

Related Party Transactions

• The disposition of shares for tax withholding was made to the Issuer (Sangamo Therapeutics, Inc.) as part of a compensation arrangement under the 2018 EIP, which is a standard related-party transaction for executive compensation.

Stakeholder Impact

• Shareholders: The transaction is a routine part of executive compensation and does not represent a discretionary sale by the insider, thus having minimal direct impact on shareholder perception or company valuation beyond what is already factored into compensation plans.
• Employees (specifically the Reporting Person): The vesting and subsequent tax withholding indicate the realization of a portion of the Reporting Person's equity compensation, aligning their financial interests with the company's performance.

Next Steps

• Continued vesting of 12,024 shares from the February 24, 2023 RSU grant in successive equal quarterly installments through February 24, 2026.
• Continued vesting of 267,188 shares from the January 22, 2024 RSU grant in successive equal quarterly installments through January 22, 2026.
• Vesting of 120,000 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

Keywords

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