UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
PAIN THERAPEUTICS, INC.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
69562K100
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] 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 69562K100 SCHEDULE 13G Page 2 of 5 Pages
1 Name of Reporting Person WENTWORTH, HAUSER & VIOLICH, INC.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Washington, United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,450
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,450
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,450
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0%
12 Type of Reporting Person IA
CUSIP 69562K100 SCHEDULE 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer.
Pain Therapeutics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
416 Browning Way
South San Francisco, CA 94080
Item 2(a). Name of Person Filing.
Wentworth, Hauser & Violich, Inc. ("Wentworth")
Item 2(b). Address of Principal Business Office or, if none,
Residence.
353 Sacramento Street, Suite 600
San Francisco, CA 94111
Item 2(c). Citizenship.
Washington, United States
Item 2(d). Title of Class of Securities.
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number.
69562K100
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15
of the Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the
Exchange Act.
(c) [ ] Insurance company as defined in section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940.
(e) [x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
CUSIP 69562K100 SCHEDULE 13G Page 4 of 5 Pages
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] 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;
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page 2 of
this Schedule 13G (this "Schedule"), which Items are incorporated by
reference herein.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is also possible
that the individual directors, executive officers, and/or shareholders
of Wentworth might be deemed the "beneficial owners" of some or all of
the securities to which this Schedule relates in that they might be
deemed to share the power to direct the voting or disposition of such
securities. Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that any of such individuals
is, for any purpose, the beneficial owner of any of the securities to
which this Schedule relates, and such beneficial ownership is expressly
disclaimed.
The calculation of percentage of beneficial ownership in
item 11 of page 2 was derived from the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 3, 2006, in which the
Issuer stated that the number of shares of its Common Stock, $0.001 par
value per share outstanding, as of October 15, 2006 was 44,210,642.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities,
check the following [X].
CUSIP 69562K100 SCHEDULE 13G Page 5 of 5 Pages
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.
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 I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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 that purpose or effect.
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.
WENTWORTH, HAUSER & VIOLICH, INC.
By:/s/ Bradford Hall
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Bradford Hall, Chief Compliance
Officer
DATED: February 7, 2007