SEC Form 4 filed by EVP & Chief Financial Officer Schorno Dean L
$RIGL
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RIGEL PHARMACEUTICALS INC [ RIGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $35.4(1) | 03/17/2025 | A | 5,625(1) | (2) | 01/27/2031 | Common Stock | 5,625(1) | $0 | 5,625 | D | ||||
| Employee Stock Option (right to buy) | $12.7(3) | 03/17/2025 | A | 7,850(3) | (2) | 01/23/2034 | Common Stock | 7,850(3) | $0 | 7,850 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was granted a stock option with a performance-based condition with respect to 5,625 shares of the Issuer's common stock on January 27, 2021, as adjusted for the one-for-ten reverse stock split effective June 27, 2024 (the "Reverse Stock Split"). The exercise price of this option is $35.40, which is the closing price of the Issuer's common stock on Nasdaq on the date of grant, as adjusted for the Reverse Stock Split. In light of the performance-based vesting condition, this grant was not reportable under Section 16 until the performance metric was satisfied. On March 17, 2025, it was determined that the performance metric had been met. |
| 2. The option was fully vested on March 17, 2025, the date the determination was made that the performance metric had been met. |
| 3. The Reporting Person was granted a stock option with a performance-based condition with respect to 7,850 shares of the Issuer's common stock on January 23, 2024, as adjusted for the Reverse Stock Split. The exercise price of this option is $12.70, which is the closing price of the Issuer's common stock on Nasdaq on the date of grant, as adjusted for the Reverse Stock Split. In light of the performance-based vesting condition, this grant was not reportable under Section 16 until the performance metric was satisfied. On March 17, 2025, it was determined that the performance metric had been met. |
| /s/ Raymond Furey (Attorney-in-Fact) | 03/19/2025 | |
| ** 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. | ||