SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MPM BIOVENTURES III QP LP (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RIGEL PHARMACEUTICALS INC [ RIGL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/28/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	06/28/2004		S		2,877(1)	D	$15.8307	3,333,586	I	See Footnote(2)
Common Stock	06/28/2004		J(3)		1,499,989(3)	D	$0.00	1,833,597	I	See Footnote(4)
Common Stock	06/28/2004		J(5)		16,203(5)	A	$0.00	1,849,800	I	See Footnote(6)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* MPM BIOVENTURES III QP LP (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III LP (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III GMBH & CO (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III PARALLEL FUND (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM ASSET MANAGEMENT INVESTORS 2003 BVIII LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III GP LP (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOVENTURES III LLC (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GALAKATOS NICHOLAS (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STEINMETZ MICHAEL (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVE., 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Form 4 filed for Luke Evnin for additional members of this joint filing. The shares were sold as follows: 161 by MPM BioVentures III, L.P. ("BVIII"); 2,395 by MPM BioVentures III-QP, L.P. ("BVIII QP"); 202 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BVIII KG"); 72 by MPM BioVentures III Parallel Fund, L.P. ("BVIII PF"); and 47 MPM Asset Management Investors 2003 BVIII LLC ("BVAM LLC"). MPM BioVentures III GP, L.P. ("BVIII GP") and MPM BioVentures III LLC ("BVIII LLC") are the direct and indirect partners of BVIII, BVIII QP, BVIII PF and BVIII KG.

2. The shares are held as follows: 186,581 BVIII; 2,774,953 by BVIII QP; 234,518 by BVIII KG; 83,808 by BVIII PF; and 53,726 by BVAM LLC. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon, III, Michael Steinmetz and Kurt Wheeler are the members of BVIII LLC and BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

3. Pro rata distribution as follows: 83,958 by BVIII; 1,248,631 by BVIII QP; 105,523 by BVIII KG; 37,711 by BVIII PF; and 24,166 by BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

4. The shares are held as follows: 102,623 by BVIII; 1,526,322 by BVIII QP; 128,995 by BVIII KG; 46,097 by BVIII PF; and 29,560 by BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

5. Pro rata distribution from BVAM LLC as follows: 495 to AAG Peakham LLC ("AAG") of which Nicholas Galakatos is a manager, 7,847 to Luke Evnin; 3,910 to Ansbert Gadicke; 1,157 to Nicholas Galakatos; 1,968 to Michael Steinmetz; and 826 to Kurt Wheeler.

6. The shares are held as follows: 102,623 by BVIII; 1,526,322 by BVIII QP; 128,995 by BVIII KG; 46,097 by BVIII PF; 29,560 by BVAM LLC; 495 by AAG; 7,847 by Luke Evnin; 3,910 by Ansbert Gadicke; 1,157 by Nicholas Galakatos; 1,968 by Michael Steinmetz; and 826 by Kurt Wheeler. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

	By Luke Evnin, member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III-QP, L.P /s/ Luke Evnin	06/30/2004
	By Luke Evnin, member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III, L.P /s/ Luke Evnin	06/30/2004
	By Luke Evnin, member of MPM BioVentures III LLC, the gp of MPM BioVentures III GP, L.P., the gp of MPM BioVentures III GmbH and Co. Beteiligungs KG /s/ Luke Evnin	06/30/2004
	By Luke Evnin, member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, L.P /s/ Luke Evnin	06/30/2004
	By Luke Evnin, manager of MPM Asset Management Investors 2003 BVIII LLC /s/ Luke Evnin	06/30/2004
	By Luke Evnin, member of MPM BioVentures III, LLC, the general partner of MPM BioVentures III GP, L.P. /s/ Luke Evnin	06/30/2004
	By Luke Evnin, member of MPM BioVentures III, LLC /s/ Luke Evnin	06/30/2004
	/s/ Nicholas Galakatos	06/30/2004
	/s/ Michael Steinmetz	06/30/2004
	/s/ Kurt Wheeler	06/30/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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