RIGEL PHARMACEUTICALS INC — Major Shareholding Notification 2007

Aug 3, 2007

SC 13G 1 v082781_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Rigel Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

766559603

(CUSIP Number)

July 24, 2007

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

| [
] | Rule
13d-1(b) |
| --- | --- |
| [
X
] | Rule
13d-1(c) |
| [
] | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP
No. 766559603 — 1. | Names
of Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) D.
E. Shaw Composite Portfolios, L.L.C. 13-4152438 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | [
] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power -0- |
| | 6. | Shared
Voting Power 1,651,844 |
| | 7. | Sole
Dispositive Power -0- |
| | 8. | Shared
Dispositive Power 1,651,844 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,651,844 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.5% | |
| 12. | Type
of Reporting Person (See Instructions) OO | |

| CUSIP
No. 766559603 — 1. | Names
of Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) D.
E. Shaw & Co., L.L.C. 13-3799946 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | [
] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power -0- |
| | 6. | Shared
Voting Power 1,651,844 |
| | 7. | Sole
Dispositive Power -0- |
| | 8. | Shared
Dispositive Power 1,651,844 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,651,844 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.5% | |
| 12. | Type
of Reporting Person (See Instructions) OO | |

| CUSIP
No. 766559603 — 1. | Names
of Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) D.
E. Shaw & Co., L.P. 13-3695715 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | [
] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power -0- |
| | 6. | Shared
Voting Power 1,682,844 |
| | 7. | Sole
Dispositive Power -0- |
| | 8. | Shared
Dispositive Power 1,682,844 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,682,844 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.6% | |
| 12. | Type
of Reporting Person (See Instructions) IA,
PN | |

| CUSIP
No. 766559603 — 1. | Names
of Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) David
E. Shaw | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | [
] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization United
States | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power -0- |
| | 6. | Shared
Voting Power 1,682,844 |
| | 7. | Sole
Dispositive Power -0- |
| | 8. | Shared
Dispositive Power 1,682,844 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,682,844 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.6% | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

Item 1.

(a) Name of Issuer

Rigel Pharmaceuticals, Inc.

(b) Address of Issuer's Principal Executive Offices

1180 Veterans Blvd.

South San Francisco, CA 94080

Item 2.

(a) Name of Person Filing

D. E. Shaw Composite Portfolios, L.L.C.

D. E. Shaw & Co., L.L.C.

D. E. Shaw & Co., L.P.

David E. Shaw

(b) Address of Principal Business Office or, if none, Residence

The business address for each reporting person is:

120 W. 45 th Street, Tower 45, 39 th Floor

New York, NY 10036

(c) Citizenship

D. E. Shaw Composite Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.

D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.

D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.

David E. Shaw is a citizen of the United States of America.

(d) Title of Class of Securities

Common Stock, $0.001 par value

(e) CUSIP Number

766559603

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

As of July 31, 2007:

(a) Amount beneficially owned:

| D.
E. Shaw Composite Portfolios, L.L.C.: | 1,651,844
shares |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | 1,651,844
shares This
is composed of 1,651,844 shares in the name of D. E. Shaw
Composite Portfolios, L.L.C. |
| D. E. Shaw
& Co., L.P.: | 1,682,844
shares This
is composed of (i) 1,651,844 shares in the name of D. E. Shaw
Composite Portfolios, L.L.C., (ii) 30,000 shares in the name
of
D. E. Shaw Valence Portfolios, L.L.C., and (iii) 1,000 shares
that D. E. Shaw Valence Portfolios, L.L.C. has the right to
acquire through the exercise of listed call options. |
| David
E. Shaw: | 1,682,844
shares This
is composed of (i) 1,651,844 shares in the name of D. E. Shaw
Composite Portfolios, L.L.C., (ii) 30,000 shares in the name
of
D. E. Shaw Valence Portfolios, L.L.C., and (iii) 1,000 shares
that D. E. Shaw Valence Portfolios, L.L.C. has the right to
acquire through the exercise of listed call
options. |

(b) Percent of class:

| D.
E. Shaw Composite Portfolios, L.L.C.: | 5.5% |
| --- | --- |
| D.
E. Shaw & Co., L.L.C.: | 5.5% |
| D.
E. Shaw & Co., L.P.: | 5.6% |
| David
E. Shaw: | 5.6% |

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

| D.
E. Shaw Composite Portfolios, L.L.C.: | -0-
shares |
| --- | --- |
| D.
E. Shaw & Co., L.L.C.: | -0-
shares |
| D.
E. Shaw & Co., L.P.: | -0-
shares |
| David
E. Shaw: | -0-
shares |

(ii) Shared power to vote or to direct the vote:

| D.
E. Shaw Composite Portfolios, L.L.C.: | 1,651,844
shares |
| --- | --- |
| D.
E. Shaw & Co., L.L.C.: | 1,651,844
shares |
| D.
E. Shaw & Co., L.P.: | 1,682,844
shares |
| David
E. Shaw: | 1,682,844
shares |

(iii) Sole power to dispose or to direct the disposition of:

| D.
E. Shaw Composite Portfolios, L.L.C.: | -0-
shares |
| --- | --- |
| D.
E. Shaw & Co., L.L.C.: | -0-
shares |
| D.
E. Shaw & Co., L.P.: | -0-
shares |
| David
E. Shaw: | -0-
shares |

(iv) Shared power to dispose or to direct the disposition of:

| D.
E. Shaw Composite Portfolios, L.L.C.: | 1,651,844
shares |
| --- | --- |
| D.
E. Shaw & Co., L.L.C.: | 1,651,844
shares |
| D.
E. Shaw & Co., L.P.: | 1,682,844
shares |
| David
E. Shaw: | 1,682,844
shares |

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Composite Portfolios, L.L.C., and the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Composite Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,682,844 shares as described above constituting 5.6% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 1,682,844 shares.

| Item
5. | |
| --- | --- |
| Not
Applicable | |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
| Not
Applicable | |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person. |
| Not
Applicable | |
| Item
8. | Identification
and Classification of Members of the Group |
| Not
Applicable | |
| Item
9. | Notice
of Dissolution of Group |
| Not
Applicable | |
| Item
10. | Certification |

By signing below, each of D. E. Shaw Composite Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Anne Dinning, are attached hereto.

Dated: August 3, 2007

D. E. Shaw Composite Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Anne Dinning Anne Dinning Managing Director

D. E. Shaw & Co., L.L.C. By: /s/ Anne Dinning Anne Dinning Managing Director D. E. Shaw & Co., L.P. By: /s/ Anne Dinning Anne Dinning Managing Director

David E. Shaw By: /s/ Anne Dinning Anne Dinning Attorney-in-Fact for David E. Shaw