SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SCANNON PATRICK J MD PHD (Last) (First) (Middle) C/O XOMA, LTD. 2910 SEVENTH STREET (Street) BERKELEY CA 94710 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/07/2007	3. Issuer Name and Ticker or Trading Symbol PAIN THERAPEUTICS INC [ ptie ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualifying Stock Options(1)	05/22/2008	12/07/2017	Common Stock	25,000(1)	10.53	D
Non-Qualifying Stock Options(2)	01/07/2008	12/07/2017	Common Stock	15,000(2)	10.53	D

Explanation of Responses:

1. Stock Options are vested over a four (4) year period at a rate of 25% per year, starting on the date of the annual shareholders' meeting scheduled for May 22, 2008.

2. Stock Options are vested over a four (4) year period at a rate of 1/48th per month.

	/s/ Patrick Scannon	12/11/2007
	** 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 5 (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).
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