The Company has 5,000,000 preferred shares authorized, which may be issued at the discretion of the Company’s Board of Director’s discretion.

In April 2018, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 14.2 million shares of its common stock at a public offering price of $16.25 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $215.8 million.

In June 2017, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 11.5 million shares of its common stock at a public offering price of $7.25 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $78.1 million.

On December 7, 2016, the Company entered into an “at the market” offering agreement with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell from time to time up to $75.0 million of the Company’s common stock through the bank as the sales agent (“ATM Agreement”).

In May 2017, the Company entered into an amended and restated sales agreement with Cowen and Company, LLC (“Cowen”) pursuant to which the Company may offer and sell, in its sole discretion, shares of common stock having an aggregate offering price of up to $75.0 million through Cowen acting as the sales agent (the “ATM Facility”). Sales of the Company’s common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has not sold any common stock under the ATM Facility. As of December 31, 2018, the full $75.0 million provided for under the ATM Facility remained available for sale, subject to certain conditions as specified in the agreement

In April 2013, the Company’s Board of Directors adopted, subject to stockholder approval, the Company’s 2013 Stock Incentive Plan (“the 2013 Plan”) as the successor to the Company’s 2004 Stock Incentive Plan (the “2004 Plan”). At the Annual Meeting of Stockholders held on June 12, 2013, the 2013 Plan was approved by the Company’s stockholders and became effective. In connection with the approval by stockholders of the 2013 Plan, outstanding awards under the 2004 Plan were transferred to the 2013 Plan. The 2004 Plan was terminated and no further awards will be made pursuant to the 2004 Plan.

Under the 2013 Plan, the exercise price per share of options granted will generally not be less than 100% of the fair value per share of common stock on the grant date, and the option term will not exceed ten years. If the person to whom the option is granted is a 10 percent stockholder, and the option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110 percent of the fair value per share of common stock on the grant date, and the option term will not exceed five years. Options granted under the 2013 Plan generally vest over four years at a rate of 25% one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. Certain options previously granted under the 2004 Plan to the Company’s non-employee directors are structured so that they may be exercised prior to vesting, with the related shares subject to Sangamo’s right to repurchase any shares that have not vested pursuant to the vesting schedule in effect for such award at the exercise price paid if the option holder’s board service terminates. Approximately 14.1 million shares were initially reserved for issuance under the 2013 Plan, including 9.7 million shares of common stock subject to outstanding awards previously granted under the 2004 Plan that were transferred to the 2013 Plan, and an additional 4.4 million shares of common stock.

The number of shares of common stock reserved for issuance under the 2013 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) on a 1-for-1 basis for each share of common stock issued pursuant to a full value award granted under the plan prior to the plan effective date, and (iii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan on or after the plan effective date.

Shares subject to any outstanding options or other awards under the 2013 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those options or awards will be available for subsequent issuance under the 2013 Plan. Any unvested shares issued under the 2013 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2013 Plan, will be added back to the number of shares reserved for issuance under the 2013 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the plan.

In June 2015, the Company’s stockholders were asked to vote to approve the amendment and restatement of the Company’s 2013 Plan in order to increase the number of shares in our common stock reserved for issuance over the term of the 2013 Plan by 5,300,000 shares. At the Annual Meeting of Stockholders held on June 22, 2015, the amendment and restatement of the Company’s 2013 Stock Incentive Plan was approved by the Company’s stockholders and became effective.

On November 10, 2017, the Compensation committee of the Company’s Board of Directors approved the amendment and restatement of the 2013 Plan, to reserve an additional one million shares of the Company’s common stock to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to each such individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules, or Rule 5635(c)(4). The 2013 Plan was amended and restated by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4).

In April 2018, the Compensation Committee of the Company’s Board of Directors approved the Sangamo Therapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), subject to approval by the Company’s stockholders. The 2018 Plan is the 2013 Plan. The 2018 Plan became effective on June 11, 2018 upon approval at the Company’s Annual Meeting of Stockholders. In connection with the approval of the 2018 Plan, no additional equity awards will be granted under the 2013 Plan, however all outstanding equity awards under the 2013 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such awards and the terms of the 2013 Plan.

The exercise price of a stock option granted under the 2018 Plan may not be less than 100% of the fair market value of our common stock subject to the stock option on the date of grant, and the option term will not exceed ten years. If the person to whom the stock option is granted is a 10 percent stockholder of the Company, and the stock option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110% of the fair market value of the Company’s common stock on the date of grant, and the option term will not exceed five years. Generally, stock options granted under the 2018 Plan vest over four years at a rate of twenty-five percent (25%) on the one-year anniversary of the date of grant and one forty-eighth (1/48) per month thereafter and expire ten years after the date of grant, or earlier upon termination of employment or services to the Company.

The number of shares of common stock reserved for issuance under the 2018 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan.

Shares subject to any outstanding stock options or other awards under the 2018 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those stock options or awards will be available for subsequent issuance under the 2018 Plan. Any unvested shares issued under the 2018 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2018 Plan, will be added back to the number of shares reserved for issuance under the 2018 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the 2018 Plan.

In June 2018, the Company’s stockholders approved the amendment and restatement of the ESPP. As amended, the ESPP provides a total reserve of 4,600,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase common stock at 85 percent of the lesser of the fair market value of the Company’s common stock on the first day of the applicable two-year offering period or the last day of the applicable six-month purchase period.

				Weighted-
				Average		Weighted-Average		Aggregate
	Number of			Exercise per		Remaining		Intrinsic
	Shares			Share Price		Contractual Term		Value
						(In years)		(In thousands)
Options outstanding at December 31, 2017		8,287,456		$	7.77
Options granted		3,115,078		$	17.78
Options exercised		(2,028,328	)	$	7.12
Options canceled		(648,114	)	$	11.15
Options outstanding at December 31, 2018		8,726,092		$	11.23		7.35	$	24,468
Options vested and expected to vest at December 31, 2018		8,726,092		$	11.23		7.35	$	24,468
Options exercisable at December 31, 2018		3,699,150		$	8.91		5.39	$	12,702

Newly created shares are issued upon exercises of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2018. The intrinsic value of options exercised was $27.0 million, $12.3 million and $0.1 million during 2018, 2017 and 2016, respectively.

At December 31, 2018, the aggregate intrinsic values of outstanding and exercisable options were $24.5 million and $12.7 million, respectively. The aggregate intrinsic value of options vested and expected to vest as of December 31, 2018, 2017 and 2016 was $24.5 million, $71.7 million and $0.0 million, respectively.

The following table summarizes information with respect to stock options outstanding at December 31, 2018:

	Options Outstanding and Exercisable				Options Exercisable
	Number of				Number of
	Shares of				Shares of
	Common Stock		Weighted-Average		Common Stock
	subject to		Remaining		subject to		Weighted-Average
Range of Exercise Price	options		Contractual Life		options		Exercise Price
			(In years)
$2.55 - $3.20		352,920	7.56			91,772	$	3
$3.50 - $3.50		1,171,546		8.00		520,209	$	4
$3.55 - $5.70		894,224	5.06			589,511	$	5
$5.72 - $7.20		915,176	7.42			610,840	$	7
$7.70 - $9.99		897,995	6.18			566,601	$	9
$10.16 - $12.72		936,327	6.91			403,714	$	12
$12.80 - $15.00		1,213,226	6.37			694,173	$	14
$15.11 -$19.80		758,250	8.74			216,830	$	16
$20.05 - $20.05		1,003,728	9.06			—	$	-
$20.85 - $24.95		582,700	9.08			5,500	$	21
		8,726,092		7.35		3,699,150	$	9

During 2018, 2017 and 2016, the Company awarded 346,055, 12,600, and 60,000 RSUs, respectively. The RSUs awarded in 2018, 2017 and 2016 had an average grant date fair value per award of $17.87, $15.85 and $5.16, respectively. These awards generally vest as follows: one-third of the award will vest in a series of three successive equal annual installments. The aggregate fair value of RSUs vested during 2018, 2017 and 2016 was $0.6 million, $1.2 million and $4.8 million, respectively.

	Number			Weighted-Average
	of			Remaining		Aggregate Intrinsic
	Shares			Contractual Term		Value
				(In years)		(In thousands)
RSUs outstanding at December 31, 2017		80,172
RSUs awarded		346,055
RSUs released		(55,592	)
RSUs forfeited		(47,934	)
RSUs outstanding at December 31, 2018		322,701			1.25		3,705
RSUs vested and expected to vest at December 31, 2018		322,701			1.25	$	3,705

RSUs that vested in 2018, 2017 and 2016 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 20,193, 42,243, and 165,181 for 2018, 2017 and 2016, respectively, and were based on the value of the RSUs on their respective issuance dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $0.3 million, $0.7 million and $0.8 million in 2018, 2017 and 2016, respectively and are reflected as a financing activity within the accompanying consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

As of December 31, 2018, there were 9,491,418 shares reserved for future awards under the Company’s 2013 Plan and 3,006,964 shares of common stock reserved for future issuance under the Purchase Plan.