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
X	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* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVENUE, 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 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 09/13/2004
	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	09/13/2004		J		1,687,072(1)	D	$0.00	0	I	See Footnote(2)
Common Stock	09/13/2004		J		475,026(3)	A	$0.00	475,026	I	See Footnote(4)

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* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 111 HUNTINGTON AVENUE, 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

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

Explanation of Responses:

1. See Form 4 filed for MPM BioVentures III-QP, L.P. for additional members of this joint filing. Pro rata distribution as follows: 94,422 by MPM BioVentures III, L.P. ("BVIII"); 1,404,352 by MPM BioVentures III-QP, L.P. ("BVIII QP"); 118,685 MPM BioVentures III GmbH & Co. Beteiligungs KG ("BVIII KG"); 42,413 by MPM BioVentures III Parallel Fund, L.P. ("BVIII PF"); and 27,200 MPM Asset Management Investors 2003 BVIII LLC ("BVAM LLC").

2. No shares held.

3. Pro rata distribution as follows: 26,878 from BVIII; 399,815 from BVIII QP; 28,409 from BVIII KG; 3,315 from BVIII PF and 16,609 from BVAM LLC.

4. The shares are held as follows: 139,895 by Luke Evnin; 133,836 by Anbert Gadicke; 557 by AAG Peakham LLC; 56,973 by Nicholas Galakatos; 87,164 by Michael Steinmetz; and 56,601 by Kurt Wheeler.

	/s/ Luke Evnin	09/14/2004
	/s/ Ansbert Gadicke	09/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.