Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

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.

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 to purchase shares of common stock to employees, officers, directors and consultants. The option exercise price per share will generally not be less than 100 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. Certain options granted under the 2004 Plan to the Company’s non-employee directors have been 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 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 2012, 2011 and 2010, 1,576,644, 1,361,332 and 1,349,832 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.

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		Aggregate Intrinsic Value
						(In years)		(In thousands)
Options outstanding at December 31, 2011		8,374,190		$	6.28		6.78
Options granted		1,352,150		$	5.38
Options exercised		(326,688	)	$	3.73
Options canceled		(215,306	)	$	7.04
Options outstanding at December 31, 2012		9,184,346		$	6.21		6.46	$	8,821
Options vested and expected to vest at December 31, 2012		8,806,544		$	6.25		6.31	$	8,523
Options exercisable at December 31, 2012		6,435,730		$	6.62		5.41	$	6,679

Newly created shares are issued upon exercise of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2012. The intrinsic value of options exercised was $0.6 million, $1.0 million and $0.5 million during 2012, 2011 and 2010, respectively.

At December 31, 2012, the aggregate intrinsic values of the outstanding and exercisable options were $8.8 million and $6.7 million, respectively. The aggregate intrinsic value of shares vested and expected to vest during 2012, 2011 and 2010 was $8.5 million, $0.1 million and $11.2 million, respectively.

The following table summarizes information with respect to stock options outstanding at December 31, 2012:

	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		366,394		8.31		107,603	$	2.55
$ 3.45  – $ 3.45		1,613,813		5.94		1,613,813	$	3.45
$ 3.61  – $ 5.19		1,045,182		3.67		912,138	$	4.47
$ 5.26  – $ 5.30		7,500		8.03		1,500	$	5.30
$ 5.35  – $ 5.35		1,126,273		6.93		838,523	$	5.35
$ 5.41  – $ 5.41		1,186,650		9.93		—	$	—
$ 5.42  – $ 5.66		60,500		6.24		56,333	$	5.46
$ 5.70  – $ 5.70		1,132,851		7.94		565,551	$	5.70
$ 5.86  – $ 6.82		1,054,230		5.88		785,006	$	6.49
$ 6.88  – $14.62		1,590,953		4.80		1,555,263	$	12.59
		9,184,346		6.46		6,435,730	$	6.62

Restricted Stock Units

During 2012, the Company issued 486,750 Restricted Stock Units (RSUs) under the Company’s 2004 Stock Incentive Plan at a grant date fair value of $5.41. These awards will vest as follows: one-third of the award will vest in a series of three successive equal annual installments. 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 vested 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. There were 1,036,750 and 551,667 RSUs outstanding under the Company’s stock option plans as of December 31, 2012 and 2011, respectively. The aggregate value of shares vested during 2012, 2011 and 2010 was $0.1 million, $0.2 million and $0.1 million, respectively.

A summary of Sangamo’s restricted stock unit activity is as follows:

	Number of Shares			Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
				(In years)		(In thousands)
RSUs outstanding at December 31, 2011		551,667
RSUs awarded		486,750
RSUs released		(1,667	)
RSUs forfeited		0
RSUs outstanding at December 31, 2012		1,036,750			1.76	$	6,231
RSUs vested and expected to vest at December 31, 2012		835,782			1.76	$	5,023

As of December 31, 2012, 2,749,117 shares were reserved for future awards under the Company’s stock incentive plans. As of December 31, 2012, there were 1,708,315 shares of common stock reserved for future issuance under the 2010 Employee Stock Purchase Plan.