Amended Statement of Ownership (sc 13g/a)
15 February 2019 - 8:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Rigel Pharmaceuticals Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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766559603
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(CUSIP Number)
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December 31,
2018
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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).
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.
CUSIP No. 766559603
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13G/A
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Page 2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
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Great
Point Partners, LLC
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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37-1475292
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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0%
1
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12.
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TYPE OF REPORTING PERSON
(See
Instructions)
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IA
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1
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Based on a total of 166,640,472 shares outstanding, as reported in the Issuer’s
Form 10-Q filed with the SEC on November 6, 2018.
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CUSIP No. 766559603
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13G/A
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Page 3 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
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Dr. Jeffrey R. Jay, M.D.
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
o
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|
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
1
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12.
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TYPE OF REPORTING PERSON
(See Instructions)
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IN
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CUSIP No. 766559603
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13G/A
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Page 4 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
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Mr. David Kroin
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE VOTING POWER
|
|
0
|
6.
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SHARED VOTING POWER
|
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0
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7.
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SOLE DISPOSITIVE POWER
|
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
o
|
|
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
1
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12.
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TYPE OF REPORTING PERSON
(See Instructions)
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IN
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CUSIP No. 766559603
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13G/A
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Page 5 of 9 Pages
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Item 1.
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(a)
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Name of Issuer
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Rigel Pharmaceuticals Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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1180 Veterans Boulevard, South San Francisco, CA 94080
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Item 2.
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(a)
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Name of Person Filing
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Great Point Partners, LLC
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Dr. Jeffrey R. Jay, M.D.
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Mr. David Kroin
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The Reporting Persons have entered into a Joint Filing Agreement, dated February
14, 2019, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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(b)
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Address of Principal Business Office, or if none, Residence
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The address of the principal business office of each of the Reporting Persons is
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165 Mason Street, 3rd Floor
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Greenwich, CT 06830
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(c)
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Citizenship
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Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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766559603
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Item 3.
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If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).
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(d)
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o
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Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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CUSIP No. 766559603
|
13G/A
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Page 6 of 9 Pages
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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1.
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Great Point Partners, LLC
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
1
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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2.
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Dr. Jeffrey R. Jay, M.D.
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
1
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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3.
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Mr. David Kroin
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
1
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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CUSIP No. 766559603
|
13G/A
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Page 7 of 9 Pages
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is
being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
x
.
Item 6.
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Ownership of More
than Five Percent on Behalf of Another Person:
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See Item 4.
Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable.
Item 9.
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Notice of Dissolution
of Group
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Not Applicable.
By signing below I certify
that, to the best of my 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 participant in any transaction having that purpose or effect.
CUSIP No. 766559603
|
13G/A
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Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2019
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GREAT POINT PARTNERS, LLC
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By:
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/s/ Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.,
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as senior managing member
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/s/ Dr. Jeffrey R. Jay, M.D.
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DR. JEFFREY R. JAY, M.D.
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/s/ Mr. David Kroin
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MR. DAVID KROIN
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each
of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G is filed
on behalf of each of them; and
(ii) Each
of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of
the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate.
Date: February 14, 2019
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GREAT POINT PARTNERS, LLC
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By:
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/s/ Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.,
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as senior managing member
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/s/ Dr. Jeffrey R. Jay, M.D.
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DR. JEFFREY R. JAY, M.D.
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/s/ Mr. David Kroin
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MR. DAVID KROIN
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