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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Maynard Ryan D
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
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & CFO
(Last)          (First)          (Middle)

RIGEL PHARMACEUTICALS, INC., 1180 VETERANS BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

4/19/2017
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (Right to Buy)   $3.59   4/19/2017     A      62500         (1) 2/27/2024   Common Stock   62500   $0   62500   D    
Employee Stock Option (Right to Buy)   $2.74   4/19/2017     A      150000         (2) 1/26/2026   Common Stock   150000   $0   150000   D    

Explanation of Responses:
(1)  On February 27, 2014 the reporting person was granted an option to purchase 125,000 shares of common stock. The option vested based on the Compensation Committee's determination that one or more pre-established performance conditions had been achieved. As previously reported on April 4, 2016, the Compensation Committee determined that the performance condition had been achieved with respect to 62,500 shares of common stock. On April 19, 2017, the Compensation Committee determined that the performance conditions had been achieved with respect to the remaining 62,500 shares of common stock, resulting in full vesting of the option.
(2)  On January 26, 2016 the reporting person was granted an option to purchase 150,000 shares of common stock. The option vested based on the Compensation Committee's determination that one or more pre-established performance conditions had been achieved. On April 19, 2017, the Compensation Committee determined that the performance conditions had been achieved, resulting in full vesting of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Maynard Ryan D
RIGEL PHARMACEUTICALS, INC.
1180 VETERANS BLVD.
SOUTH SAN FRANCISCO, CA 94080


EVP & CFO

Signatures
/s/ Dolly Vance (Attorney-in-Fact) 4/21/2017
** 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 control number.
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