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 BIOEQUITIES MASTER FUND LP (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/19/2004
	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	02/19/2004		S		172,373(1)	D	$20	4,350,516	I	See Footnote(2)

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 BIOEQUITIES MASTER FUND LP (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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOEQUITIES GP LP (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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOEQUITIES GP LLC (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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MPM BIOEQUITIES FUND GMBH & CO KG (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 X 10% Owner Officer (give title below) Other (specify below)

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 X 10% Owner Officer (give title below) Other (specify below)

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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIPTAK ROBERT (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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EMSTER KURT VON (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 X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Form 4 filed for MPM BioVentures III-QP, L.P. for additional members of this joint filing. The shares were sold as follows: 9,648 by MPM BioVentures III, L.P. ("BVIII"); 143,488 by MPM BioVentures III-QP, L.P. ("BVIII QP"); 12,126 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BVIII KG"); 4,333 by MPM Bioventures III Parallel Fund, L.P. ("BVIII PF"); and 2,778 by 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: 182,511 by MPM BioEquities Master Fund, L.P. ("BEMF") and 100 by MPM BioEquities Fund GmbH & Co. KG ("BEFG"), who are under common control with BVIII; 233,277 by BVIII; 3,469,459 by BVIII QP; 293,213 by BVIII KG; 104,782 by BVIII PF; and 67,174 by BVAM LLC. MPM BioEquities GP, LP ("BE LP") and MPM BioEquities GP, LLC ("BE LLC"), are the direct and indirect general partners of BEMF and BEFG. Luke Evnin ("LE"), Ansbert Gadicke ("AG"), Nicholas Galakatos ("NG"), Dennis Henner ("DH"), Michael Steinmetz ("MS") and Kurt Wheeler ("KW") are the members of BVIII LLC. LE, AG, Robert Liptak and Kurt von Emster are members of BE LLC. LE, AG, NG, DH, Nicholas Simon, III, MS and KW are members of BVAM LLC. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

	By Luke Evnin manager of MPM BioEquities GP LLC, the general partner of MPM BIoEquities GP, LP, the general partner of MPM BioEquities Master Fund, L.P. /s/ Luke Evnin	02/23/2004
	By Luke Evnin manager of MPM BioEquities GP LLC, the general partner of MPM BIoEquities GP, LP /s/ Luke Evnin	02/23/2004
	By Luke Evnin manager of MPM Bioequities GP LLC /s/ Luke Evnin	02/23/2004
	By Luke Evnin manager of MPM BioEquities GP LLC, the general partner of MPM BIoEquities GP, LP, the general partner of MPM BioEquities Fund GmbH & Co. KG /s/ Luke Evnin	02/23/2004
	/s/ Luke Evnin	02/23/2004
	/s/ Ansbert Gadicke	02/23/2004
	/s/ Robert Liptak	02/23/2004
	/s/ Kurt von Emster	02/23/2004
	** Signature of Reporting Person	Date
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