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*
DELEAGE JEAN

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2004
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 04/26/2004 S 1,662 D $21.26 505,634 I See Footnotes(1)
Common Stock 04/26/2004 S 38 D $21.26 11,550 I See Footnotes(2)
Common Stock 1,211,676 I See Footnotes(3)
Common Stock 44,573 I See Footnotes(4)
Common Stock 04/27/2004 S 7,039 D $21.2553 498,595 I See Footnotes(1)
Common Stock 04/27/2004 S 161 D $21.2553 11,389 I See Footnotes(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*
DELEAGE JEAN

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ALTA PARTNERS

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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*
ALTA CALIFORNIA PARTNERS LP

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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*
ALTA EMBARCADERO PARTNERS LLC

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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*
ALTA CALIFORNIA MANAGEMENT PARTNERS LP

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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*
GRUENER GARRETT

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
1. Name and Address of Reporting Person*
NOHRA GUY P

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes
Explanation of Responses:
1. Alta California Partners, L.P. ("ACP"): Jean Deleage, Director, is a general partner ("GP") of Alta California Mgmt. Partners, L.P. ("ACMP")(which is the GP of ACP)& a managing member of Alta Embarcadero Partners, LLC ("AEP"). Alta Partners ("AP")provides investment advisory services to several venture capital funds including ACP & AEP.The respective general partners and members of ACP & AEP exercise sole voting & investment power with respect to the shares owned by the funds. Jean Deleage, Garrett Gruener & Guy Nohra are GP of ACMP, and Jean Deleage & Garrett Gruener are members of AEP (collectively known as the "principals"). As GP & members, they may be deemed to share voting & investment powers over the shares owned by the foregoing funds. The principals disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
2. Alta Embarcadero Partners, LLC: See footnote for Alta California Partners, L.P.on this Form 4.
3. Alta BioPharma Partners II, L.P.("ABPII"): Jean Deleage, Director, is a managing director of Alta BioPharma Mgmt. Partners II, LLC (which is the General Partner ("GP") of ABPII)& a manager of Alta Embarcadero BioPharma Partners II, LLC ("AEBPII"). Alta Partners II, Inc. ("APII") provides investment advisory services to several venture capital funds including ABPII & AEBPII. The respective GP and managers exercise sole voting & investment powers over the shares held by the foregoing funds. Jean Deleage, Alix Marduel & Farah Champsi (collectively known as the "principals") are managing directors ("md") of ABPII & managers of AEBPII. As md & managers, they may be deemed to share voting & investment powers over the shares held by the funds. The principals disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
4. Alta Embarcadero BioPharma Partners II LLC: See footnote for Alta BioPharma Partners II, L.P. on this Form 4.
Remarks:
Cross reference with the Form 4 filed on 04/28/2004 for Alta Partners II, Inc.
Jean Deleage 04/28/2004
Garrett Gruener 02/23/2004
Guy Norha 02/23/2004
** 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.