SEC FORM 4

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

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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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2004		X		25,052⁽¹⁾	A	$5.76	25,052	I	See footnote⁽²⁾
Common Stock	09/29/2004		X		573⁽³⁾	A	$5.76	573	I	See footnote⁽²⁾
Common Stock	09/29/2004		X		160,644⁽⁴⁾	A	$5.76	968,428	I	See footnote⁽⁵⁾
Common Stock	09/29/2004		X		5,910⁽⁶⁾	A	$5.76	35,625	I	See footnote⁽⁵⁾
Common Stock	09/30/2004		S		25,052⁽¹⁾	D	$24.7915	0	I	See footnote⁽²⁾
Common Stock	09/30/2004		S		573⁽³⁾	D	$24.7915	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant (Right to Buy)	$5.76	09/29/2004		X			25,052⁽¹⁾	06/26/2003	06/26/2008	Common Stock	25,052⁽¹⁾	$5.76	0	I	See footnote⁽²⁾
Common Stock Warrant (Right to Buy)	$5.76	09/29/2004		X			573⁽³⁾	06/26/2003	06/26/2008	Common Stock	573⁽³⁾	$5.76	0	I	See footnote⁽²⁾
Common Stock Warrant (Right to Buy)	$5.76	09/29/2004		X			160,644⁽⁴⁾	06/26/2003	06/26/2008	Common Stock	160,644⁽⁴⁾	$5.76	0	I	See footnote⁽⁵⁾
Common Stock Warrant (Right to Buy)	$5.76	09/29/2004		X			5,910⁽⁶⁾	06/26/2003	06/26/2008	Common Stock	5,910⁽⁶⁾	$5.76	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Alta California Partners, L.P. net exercised 33,947 shares of its Common Stock Warrants, resulting in 25,052 shares being exercised on 9/29/04. On 9/30/04 Alta California Partners, L.P. sold 25,052 shares.

2. Jean Deleage ("JD"), Director, is a general partner ("GP") of Alta California Management Partners, L.P. ("ACMP") (which is the GP of Alta California Partners, L.P. ("ACP")) & a managing director of Alta Embarcadero Partners, LLC ("AEP"). Alta Partners provides advisory services to several venture capital funds including ACP & AEP. The respective GP & members of ACP & AEP exercise sole voting & investment powers with respect to the shares owned by the funds. JD, Garrett Gruener ("GG") & Guy Nohra are general partners ("gps")of ACMP, and JD & GG are members of AEP (collectively known as the "principals"). As gps & 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 proportionate pecuniary interests therein.

3. Alta Embarcadero Partners, LLC net exercised 776 shares of its Common Stock Warrants, resulting in 573 shares being exercised on 9/29/04. On 9/30/04 Alta Embarcadero Partners, LLC sold 573 shares.

4. Alta BioPharma Partners II, L.P. net exercised 217,686 shares of its Common Stock Warrant resulting in 160,644 shares being exercised on 9/29/04.

5. Jean Deleage ("JD") is a managing director of Alta BioPharma Management II, LLC ("ABMPII")(which is the General Partner ("GP") of Alta BioPharma Partners II, L.P. ("ABPII")) & a manager of Alta Embarcadero BioPharma Partners II, LLC ("AEBPII"). Alta Partners II, Inc. provides investment advisory services to several venture capital funds including ABPII & AEBPII. The respective GP & managers exercise sole voting & investment powers over the shares held by the foregoing funds. JD, Alix Marduel & Farah Champsi (collectively known as the "principals") are managing directors ("md") of ABPII & managers of 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.

6. Alta Embarcadero BioPharma Partners II, LLC net exercised 8,008 shares of its Common Stock Warrant, resulting in 5,910 shares being exercised on 9/29/04.

Remarks:

	Jean Deleage	09/30/2004
	** Signature of Reporting Person	Date
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