Sec Form 4 Filing - FRAZIER HEALTHCARE IV LP @ RIGEL PHARMACEUTICALS INC - 2004-02-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FRAZIER HEALTHCARE IV LP 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) (Last) (First) (Middle) 601 UNION STREET, SUITE 3200, 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2004 (Street) SEATTLE, WA98101 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 02/19/2004 S 78,040 ( 1 ) D $ 18.8 1,217,467 D Common Stock 02/19/2004 S 396 ( 1 ) D $ 18.8 6,180 ( 2 ) 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 (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 FRAZIER HEALTHCARE IV LP 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM IV LP TWO UNION SQUARE 601 UNION STREET STE 3200 SEATTLE, WA98101 X FHM IV LLC TWO UNION SQUARE 601 UNION STREET STE 3200 SEATTLE, WA98101 X Signatures /s/ Alan D. Frazier, the Managing Director of FHM IV, L.L.C., the general partner of FHM IV, L.P., the general partner of Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P. 02/24/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This number assumes that 10,221 shares currently held by Frazier Healthcare IV, L.P. and 52 shares currently held by Frazier Affiliates IV, L.P., which may be sold by Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P. to the Underwriters at the option of the Underwriters as part of an overallotment option, were sold as of February 19, 2004. The Underwriting Agreement, dated February 19, 2004, by and between the Issuer, the Selling Stockholders (as defined therein) and Underwriters(as defined therein), has previously been filed as Exhibit 1.1 to the Form 8-K of the Issuer filed February 20, 2004. Upon the conclusion of the transactions as set forth in the Prospectus of the Issuer filed pursuant to Rule 424(b)(5) (Registration Nos. 333-111777 and 333-106942) on February 20, 2004, Frazier Healthcare IV, L.P. will hold less than 10% of the outstanding common stock of the Issuer. ( 2 )Represents 6,180 shares held of record by Frazier Affiliates IV, L.P., an entity that invests and divests side-by-side with Frazier Healthcare IV, L.P. Alan D. Frazier, a director of Rigel since October 1997, is one of four managing members of FHM IV, LLC, the general partner of FHM IV, L.P., which is the general partner of both Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P.

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.