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Form 4 RIGEL PHARMACEUTICALS For: Jan 26 Filed by: Schorno Dean L

January 30, 2023 9:46 PM EST
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 *
Schorno Dean L
(Last) (First) (Middle)
RIGEL PHARMACEUTICALS, INC.
611 GATEWAY BLVD, SUITE 900
(Street)
SOUTH SAN FRANCISCO CA 94080
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2023
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)
Code V Amount (A) or (D) Price
Common Stock 01/26/2023   A   63,000 (1) A $ 0 201,908 (2) D  
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
Employee Stock Option (right to buy) $ 2.42 01/26/2023   A   50,000 (3)     (4) 01/24/2032 Common Stock 50,000 $ 0 100,000 D  
Employee Stock Option (right to buy) $ 1.87 01/26/2023   A   125,000     (5) 01/26/2033 Common Stock 125,000 $ 0 125,000 D  
Explanation of Responses:
1. The shares of common stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest annually over four (4) years from February 1, 2023, with the first annual vest occurring on February 1, 2024.
2. Includes 10,000 shares acquired under the issuer's stock purchase plan.
3. The Reporting Person was granted an option with a performance-based condition with respect to 50,000 shares of common stock on January 24, 2022. Thus, the exercise price of this option is $2.42 (the closing price of the issuer's common stock on Nasdaq the date of grant). In light of the performance-based vesting condition of this grant, the grant was not reportable under Section 16 until the performance metric was satisfied. On January 26, 2023, it was determined that the performance metric had been met.
4. The option was fully vested on January 26, 2023, the date the determination was made that the performance metric had been met.
5. The shares of common stock subject to the option vest monthly over four (4) years from the vesting commencement date of January 1, 2023, subject to the Reporting Person's continuous service to the issuer through each such period.
/s/ Raymond Furey (Attorney-in-Fact) 01/30/2023
** 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.

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