NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock

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

Common Stock

On March 25, 2014, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 4,444,444 shares of its common stock at a public offering price of $22.50 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 $93.8 million. On September 23, 2013, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 7,015,000 shares of its common stock, including 915,000 shares issued to the Underwriters pursuant to a 30-day overallotment option, at a public offering price of $10.58 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 $69.5 million.

Stock Incentive Plan

In April 2013 Sangamo’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 percent 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 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 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 Sangamo’s stockholders were asked to vote to approve the amendment and restatement of our 2013 Stock Incentive 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 our 2013 Stock Incentive Plan was approved by the Company’s stockholders and became effective.

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:

				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, 2014		8,006,380		$	8.90
Options granted		1,628,402		$	9.95
Options exercised		(949,252	)	$	6.21
Options canceled		(508,162	)	$	11.91
Options outstanding at December 31, 2015		8,177,368		$	9.24		6.56	$	14,074
Options vested and expected to vest at December 31, 2015		7,752,480		$	9.15		6.40	$	14,042
Options exercisable at December 31, 2015		4,950,680		$	7.97		4.92	$	13,119

Newly created shares are issued upon exercise of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2015. The intrinsic value of options exercised was $6.4 million, $20.4 million and $8.9 million during 2015, 2014 and 2013, respectively.

At December 31, 2015, the aggregate intrinsic values of the outstanding and exercisable options were $14.1 million and $13.1 million, respectively. The aggregate intrinsic value of options vested and expected to vest as of December 31, 2015, 2014 and 2013 was $14.0 million, $49.4 million and $54.9 million, respectively. The aggregate estimated fair value of stock options granted to employees that vested during the years ended December 31, 2015, 2014 and 2013 was $1.4 million, $0.5 million and $0.5 million, respectively.

The following table summarizes information with respect to stock options outstanding at December 31, 2015:

	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 – $5.35		1,486,569		3.72		1,484,693	$	4.35
$5.41 – $5.41		826,984		6.79		598,837	$	5.41
$5.42 – $5.94		1,001,858		5.07		1,001,858	$	5.76
$6.05 – $9.40		308,171		6.16		193,003	$	7.00
$9.41 – $9.41		1,229,402		9.94		—	$	—
$9.45 – $12.12		967,099		7.82		472,328	$	11.87
$12.23 – $13.99		702,135		4.31		521,809	$	13.83
$14.07 – $14.07		1,019,650		8.91		258,665	$	14.07
$14.15 – $19.80		629,500		5.66		416,862	$	14.69
$23.02 – $23.02		6,000		8.21		2,625	$	23.02
		8,177,368		6.56		4,950,680	$	7.97

Restricted Stock Units

During 2015, 2014 and 2013, the Company awarded 446,000, 488,000, and 392,500 Restricted Stock Units (RSUs), respectively. The RSUs awarded in 2015, 2014 and 2013 had an average grant date fair value of $9.45, $14.05 and $12.12, respectively. These awards will vest as follows: one-third of the award will vest in a series of three successive equal annual installments. The aggregate value of shares vested during 2015, 2014 and 2013 was $3.5 million, $9.1 million and $4.1 million, respectively.

A summary of Sangamo’s RSU activity is as follows:

	Number			Weighted Average
	of			Remaining		Aggregate Intrinsic
	Shares			Contractual Term		Value
				(In years)		(In thousands)
RSUs outstanding at December 31, 2014		899,402
RSUs awarded		446,000
RSUs released		(387,588	)
RSUs forfeited		(126,997	)
RSUs outstanding at December 31, 2015		830,817			1.63	$	7,585
RSUs vested and expected to vest at December 31, 2015		718,502			1.61	$	6,560

RSUs that vested in 2015, 2014 and 2013 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 172,807, 309,102, and 167,138 for 2015, 2014 and 2013, 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 $1.5 million, $4.6 million and $2.0 million in 2015, 2014 and 2013, respectively and are reflected as a financing activity within the 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, 2015, there were 4,508,405 shares reserved for future awards under the Company’s 2013 Plan and 1,292,379 shares of common stock reserved for future issuance under the Purchase Plan.