Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

NOTE 7 – STOCKHOLDERS' EQUITY

Convertible Preferred Stock

All outstanding convertible preferred stock converted into common stock upon consummation of the Company's initial public offering in April 2000. The Company has 5,000,000 preferred shares authorized, which may be issued at the Board's discretion.

Common Stock

In April 2011, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 6,700,000 shares of its common stock at a public offering price of $7.70 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other estimated offering expenses, were approximately $50.2 million.

In October 2009, pursuant to the expansion of the license agreement with Sigma, Sangamo issued 636,000 shares of common stock valued at a price of $7.73 per share for aggregate proceeds of $4.9 million.

In October 2009, Sangamo completed an underwritten public offering of its common stock, in which Sangamo sold an aggregate of 3,000,000 shares of its common stock at a public offering price of $7.20 per share, resulting in net proceeds of approximately $20.9 million.

Stock Incentive Plan

Sangamo's 2004 Stock Incentive Plan (the 2004 Plan), which supersedes the 2000 Stock Incentive Plan (the 2000 Plan), provides for the issuance of common stock and grants of options for common stock to employees, officers, directors and consultants. The exercise price per share will be no less than 85 percent of the fair value per share of common stock on the option 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 option grant date, and the option term will not exceed five years. Options granted under the 2004 Plan generally vest over four years at a rate of 25 percent 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. Options granted under the 2004 Plan may be exercised prior to vesting, with the related shares subject to Sangamo's right to repurchase the shares that have not vested at the issue price if the option holder terminates employment. The right of repurchase lapses over the original option vesting period, as described above. Approximately 6.5 million shares were initially reserved for issuance pursuant to the 2000 Plan and the 2004 Plan. The number of shares authorized for issuance under the 2004 Plan automatically increases on the first trading day of the fiscal year by an amount equal to 3% of the total number of shares of the Company's common stock outstanding on the last trading day of the preceding fiscal year, but in no event shall any such increase exceed 1.75 million shares per year. During 2011, 2010 and 2009, 1,361,332, 1,349,832 and 1,231,712 additional shares, respectively, were authorized for issuance under the 2004 Plan pursuant to the evergreen increase feature of such plan.

Employee Stock Purchase Plan

Sangamo's 2010 Employee Stock Purchase Plan (Purchase Plan), which supersedes the 2000 Employee Stock Purchase Plan, provides a total reserve of 2,100,000 shares of common stock for issuance under the Purchase Plan. Eligible employees may purchase common stock at 85 percent of the lesser of the fair market value of Sangamo'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.

The weighted-average estimated fair value per share of ESPP purchase rights during 2011, 2010 and 2009 were $1.62, $2.76 and $3.11, respectively, based upon the assumptions in the Black-Scholes valuation model described in Note 1.

Stock Option Activity

A summary of Sangamo's stock option activity is as follows:

	Number of Shares			Weighted- Average Exercise per Share Price		Weighted Average Remaining Contractual Term
						(In years)
Options outstanding at December 31, 2010		8,109,901		$	6.54		7.30
Options granted		836,000		$	4.65
Options exercised		(303,353	)	$	4.10
Options canceled		(296,358	)	$	11.04
Options outstanding at December 31, 2011		8,346,190		$	6.28		6.78
Options exercisable at December 31, 2011		5,455,800		$	7.00		5.84

There were no shares subject to Sangamo's right of repurchase as of December 31, 2011. The intrinsic value of options exercised during 2011 was $1.0 million and the intrinsic value of options exercised during both 2010 and 2009 was $0.5 million.

At December 31, 2011, the aggregate intrinsic values of the outstanding and exercisable options were $0.1 million and $16,122, respectively. The aggregate intrinsic value of shares vested and expected to vest during 2011, 2010 and 2009 was $0.1 million, $11.2 million, $7.4 million, respectively.

The weighted-average fair value per share of options granted during 2011, 2010 and 2009 was $3.20, $3.85 and $3.61, respectively, based upon the assumption in the Black-Scholes valuation model described in Note 1.

The following table summarizes information with respect to stock options outstanding at December 31, 2011:

	Options Outstanding and Exercisable				Options Exercisable
Range of Exercise Price	Number of Shares of common stock subject to options		Weighted Average Remaining Contractual Life		Number of Shares of common stock subject to options		Weighted Average Exercise Price
			(In years)
$ 2.04  – $ 3.42		389,744		9.28		39,744	$	2.50
$ 3.45  – $ 3.45		1,733,092		6.94		1,232,118	$	3.45
$ 3.61  – $ 5.12		841,830		4.24		758,579	$	4.08
$ 5.18  – $ 5.30		279,767		2.96		279,767	$	5.19
$ 5.35  – $ 5.35		1,138,866		7.93		558,866	$	5.35
$ 5.42  – $ 5.66		70,875		6.24		35,458	$	5.56
$ 5.70  – $5.70		1,144,500		8.93		286,125	$	5.70
$ 5.90  – $6.82		1,044,230		6.62		634,965	$	6.59
$ 6.88  – $13.98		1,398,286		5.56		1,325,178	$	12.03
$14.27 – $14.62		305,000		5.92		305,000	$	14.28
		8,346,190		6.78		5,455,800	$	7.00

During 2011, the Company issued 550,000 RSUs under the Company's 2004 Stock Incentive Plan at a grant date fair value of $2.55. These awards will vest as follows: one-third of the award will vest on the second anniversary of the award date and two-thirds of the award will vest on the third anniversary of the award date. During 2010, the Company issued 10,000 RSUs under the Company's 2004 Stock Incentive Plan at a grant date fair value of $6.05. These RSUs will vest in equal monthly installments over a two-year service period. Fair value of restricted stock units are estimated based upon the closing sales price of the Company's common stock on the grant date. As of December 31, 2011, 551,667 RSUs were outstanding under the Company's stock option plans.

As of December 31, 2011, 2,824,067 shares were reserved for future awards under the Company's stock incentive plans. As of December 31, 2011, there are 2,036,330 shares of common stock reserved for future issuance under the 2010 Employee Stock Purchase Plan.