ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 8, 2007, Sangamo BioSciences, Inc. issued a press release announcing its financial results for the quarter and twelve months ended December 31, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit No. ----------- 99.1 Press Release Issued February 8, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATE: February 8, 2007 SANGAMO BIOSCIENCES, INC. By: /s/ EDWARD O. LANPHIER II ------------------------- Edward O. Lanphier II President, Chief Executive Officer