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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1. Name and Address of Reporting Person * Gregory Philip D   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 __X__ Officer (give title below) _____ Other (specify below) Sr. VP Res. & CSO (Last) (First) (Middle) C/O SANGAMO BIOSCIENCES INC.,, POINT RICHMOND TECH CNTR, 501 CANAL BLVD 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2014 (Street) RICHMOND, CA 94804 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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) Code V Amount (A) or (D) Price Common Stock 04/01/2014   M   3,000 A $ 6.82 112,347 (1) D   Common Stock 04/01/2014   M   4,000 A $ 13.98 116,347 (1) D   Common Stock 04/01/2014   M   3,000 A $ 3.45 119,347 (1) D   Common Stock 04/01/2014   M   5,000 A $ 5.35 124,347 (1) D   Common Stock 04/01/2014   S(2)   15,000 D $ 17.8 109,347 (1) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.82

04/01/2014

M

3,000

(3)

12/12/2016

Common Stock

3,000

$ 0

44,000

D

Employee Stock Option (Right to Buy)

$ 13.98

04/01/2014

M

4,000

(3)

12/11/2017

Common Stock

4,000

$ 0

82,000

D

Employee Stock Option (Right to Buy)

$ 3.45

04/01/2014

M

3,000

(3)

12/09/2018

Common Stock

3,000

$ 0

58,500

D

Employee Stock Option (Right to Buy)

$ 5.35

04/01/2014

M

5,000

(3)

12/06/2019

Common Stock

5,000

$ 0

90,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gregory Philip D C/O SANGAMO BIOSCIENCES INC., POINT RICHMOND TECH CNTR, 501 CANAL BLVD RICHMOND, CA 94804			Sr. VP Res. & CSO

Signatures

/s/ Florence Tam, attorney-in-fact		04/03/2014
**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)	Includes 33,333 shares, 26,666 shares, and 35,000 shares subject to restricted stock units granted on December 8, 2011, December 6, 2012, and December 12, 2013 respectively, which will be issued as such units vest in accordance with their terms.
(2)	The sales reported in this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on February 19, 2014.
(3)	All shares underlying this option are vested and immediately exercisable.

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