Sec Form 4 Filing - ALTA PARTNERS II INC @ RIGEL PHARMACEUTICALS INC - 2004-08-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ALTA PARTNERS II INC 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) X-ref Alta Partners II 5/20/04 (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 4050 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2004 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/20/2004 D 352,434 D $ 21.111 0 I See footnote ( 1 ) Common Stock 08/20/2004 D 8,049 D $ 21.111 0 I See footnote ( 2 ) Common Stock 08/20/2004 D 403,892 D $ 21.111 807,784 I See footnote ( 3 ) Common Stock 08/20/2004 D 14,858 D $ 21.11 29,715 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ALTA PARTNERS II INC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 X-ref Alta Partners II 5/20/04 ALTA BIOPHARMA PARTNERS II LP ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 No longer a 10% Owner ALTA EMBARCADERO BIOPHARMA PARTNERS II LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 No longer 10% Owner CHAMPSI FARAH ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 See footnotes MARDUEL ALIX ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 See footnotes ALTA BIOPHARMA MANAGEMENT II LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA94111 No longer 10% Owner Signatures Jean Deleage 08/24/2004 Signature of Reporting Person Date Farah Champsi 08/23/2004 Signature of Reporting Person Date Farah Champsi 08/23/2004 Signature of Reporting Person Date Farah Champsi 08/23/2004 Signature of Reporting Person Date Farah Champsi 08/23/2004 Signature of Reporting Person Date Farah Champsi 08/24/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Alta California Partners, L.P. ("ACP") distributed its shares to its general & limited partners on 8/20/04. 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 GP and members of ACP & AEP exercise sole voting & investment powers with respect to the shares owned by the funds. Jean Deleage,Garrett Gruener & Guy Nohra are general partners of ACMP, and Jean eleage & 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 distributed it shares of Common Stock to its members on 8/20/04. See footnote for Alta California Partners, L.P. on this Form 4. ( 3 )Alta BioPharma Partners II, L.P. ("ABPII") distributed 403,892 shares to its general and limited partners on 8/20/04. Jean Deleage, Director, is a managing director of Alta BioPharma Mgmt.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 share held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. ( 4 )Alta Embarcadero BioPharma Partners II, LLC distributed 14,858 shares to its members. See footnote for Alta BioPharma Partners II, L.P. on this Form 4.

Remarks: Cross reference with the Form 4 filed on 08/20/2004 for Jean Deleage.

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).

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