Edgar Filing: SANGAMO BIOSCIENCES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RA CAPITAL MANAGEMENT, LLC

2. Issuer Name and Ticker or Trading Symbol
SANGAMO BIOSCIENCES INC [SGMO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC, 20 PARK PLAZA, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2013

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/2013		P		19,200	A	$ 9.7862	3,645,703	D ⁽¹⁾
Common Stock	07/17/2013		S		19,200	D	$ 10.235	3,626,503	D ⁽¹⁾
Common Stock	07/17/2013		S		29,070 ⁽²⁾	D	$ 10.2129	3,626,503	D ⁽¹⁾
Common Stock	07/18/2013		S		74,035 ⁽²⁾	D	$ 10.0155	3,626,503	D ⁽¹⁾
Common Stock	07/19/2013		S		23,040	D	$ 9.7744	3,603,463	D ⁽¹⁾
Common Stock	07/19/2013		S		76,800 ⁽²⁾	D	$ 9.85	3,603,463	D ⁽¹⁾
Common Stock	07/19/2013		S		4,532 ⁽²⁾	D	$ 9.85	3,603,463	D ⁽¹⁾
Common Stock	07/19/2013		S		105,522 ⁽²⁾	D	$ 9.85	3,603,463	D ⁽¹⁾
Common Stock	07/22/2013		S		76,801	D	$ 9.56	3,526,662	D ⁽¹⁾
Common Stock	07/22/2013		S		11,520	D	$ 9.565	3,515,142	D ⁽¹⁾
Common Stock	07/22/2013		S		23,042	D	$ 9.6	3,492,100	D ⁽¹⁾
Common Stock	07/23/2013		S		5,012	D	$ 9.3652	3,487,088	D ⁽¹⁾
Common Stock	07/25/2013		S		4,071	D	$ 9.5135	3,483,017	D ⁽¹⁾
Common Stock	07/25/2013		S		191,999	D	$ 9.495	3,291,018	D ⁽¹⁾
Common Stock	07/25/2013		S		19,200	D	$ 10	3,271,818	D ⁽¹⁾
Common Stock	07/25/2013		S		76,800	D	$ 9.91	3,195,018	D ⁽¹⁾
Common Stock	07/25/2013		S		76,800	D	$ 10	3,118,218	D ⁽¹⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RA CAPITAL MANAGEMENT, LLC C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116				Former 10% Owner
RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116				Former 10% Owner
Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON, MA 02116				Former 10% Owner

Signatures

/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC		02/18/2015
^**Signature of Reporting Person		Date
/s/ Peter Kolchinsky, individually		02/18/2015
^**Signature of Reporting Person		Date
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.		02/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported securities are owned by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, LLC (the "Adviser") is the general partner of the Fund, and Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities other than on behalf of the Fund. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any of the securities reported herein. The number of shares reported in Column 5 of Table I reflects the number of shares beneficially owned by the Fund as of the time of the last transaction reported herein.
(2)	The Fund borrowed shares for delivery against the sale.
(3)	On June 26, 2013, the Fund became a beneficial owner of more than ten percent of the outstanding shares the issuer's common stock and therefore became subject to Section 16 of the Securities Exchange Act of 1934. On July 25, 2013, the Fund ceased to be a beneficial owner of more than ten percent of the outstanding shares of the issuer's common stock and ceased to be subject to Section 16.

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