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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO. )*
Pain Therapeutics,
Inc.
(Name
of Issuer)
Common Stock, par value
$0.001
(Title
of Class of Securities)
69562K100
(CUSIP
Number)
January 25,
2010
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this 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 disclosures provided in a prior cover page.
The
information required on 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).
(Continued
on the Following Pages)
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
1,112,905
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
1,112,905
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
1,112,905
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.6%
12.TYPE OF REPORTING PERSON*
|
|
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors II, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
113,709
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
113,709
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
113,709
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
12.TYPE OF REPORTING PERSON*
|
|
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Special Opportunities III, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
772,310
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
772,310
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
772,310
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.8%
12.TYPE OF REPORTING PERSON*
|
|
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors (Offshore) Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
Cayman
Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
141,764
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
141,764
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
141,764
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
12.TYPE OF REPORTING PERSON*
|
|
CO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Asset Management, LLC
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
2,140,688
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
2,140,688
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,140,688
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.1%
12.TYPE OF REPORTING PERSON*
|
|
OO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Blair
E. Sanford
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
|
|
2,140,688
|
7.SOLE DISPOSITIVE POWER
|
|
0
|
8.SHARED DISPOSITIVE POWER
|
|
2,140,688
|
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
|
|
2,140,688
|
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.1%
12.TYPE OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Schedule 13G reflects the beneficial ownership of the Reporting Persons (as
defined below) as of January 25, 2010.
ITEM
1(a). NAME OF ISSUER:
Pain
Therapeutics, Inc. (the "Issuer")
ITEM
1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
2211 Bridgepointe
Parkway, Suite 500
San
Mateo, California 94404
ITEM
2(a). NAME OF PERSON
FILING:
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
|
-
|
Burlingame
Equity Investors, LP (“Onshore
Fund”).
|
|
-
|
Burlingame
Equity Investors II, LP (“Onshore Fund
II”).
|
|
-
|
Burlingame
Special Opportunities III, LP (the “BSO III
Fund”).
|
|
-
|
Burlingame
Equity Investors (Offshore) Ltd. (“Offshore
Fund”).
|
|
-
|
Burlingame
Asset Management, LLC (“BAM”).
|
|
-
|
Blair
E. Sanford (“Mr. Sanford”).
|
BAM
is the general partner of each of the Onshore Fund, Onshore Fund II and BSO III
Fund, and the investment manager of the Offshore Fund. Mr. Sanford is
the managing member of BAM. BAM and Mr. Sanford may each be deemed to
have voting and dispositive power with respect to the shares of Common Stock (as
defined below) held by the Onshore Fund, Onshore Fund II, BSO III Fund and the
Offshore Fund.
ITEM
2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE:
The business
address of each of the Onshore Fund, Onshore Fund II, BSO III Fund, BAM and Mr.
Sanford is One Market Street, Spear Street Tower, Suite 3750, San Francisco,
California 94105.
The
business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd.,
Clifton House, 75 Fort Street, P.O. Box 1350 GT, George Town, Grand Cayman,
Cayman Islands.
ITEM
2(c). CITIZENSHIP:
Mr. Sanford is a citizen of the United
States.
BAM is a limited liability company
formed under the laws of the State of Delaware.
Each of the Onshore Fund, Onshore Fund
II and BSO III Fund is a limited partnership formed under the laws of the State
of Delaware.
The Offshore Fund is a company formed
under the laws of the Cayman Islands.
ITEM
2(d). TITLE OF CLASS OF
SECURITIES:
Common
Stock, $0.001 par value per share (the “Common Stock”)
ITEM
2(e). CUSIP NUMBER:
69562K100
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:
(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 defined in Section 3(a)(19) of the
Exchange
Act.
(d) [
] Investment company registered under Section 8 of the
Investment
Company Act.
(e) [
] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(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;
(j) [
] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If
this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
(i)
The Onshore Fund individually beneficially owns 1,112,905 shares of Common
Stock.
(ii)
The Onshore Fund II individually beneficially owns 113,709 shares of Common
Stock.
(iii)
The BSO III Fund individually beneficially owns 772,310 shares of Common
Stock.
(iv)
The Offshore Fund individually beneficially owns 141,764 shares of Common
Stock.
(v)
BAM, as the general partner of the Onshore Fund, Onshore Fund II and BSO III
Fund, and the investment manager of the Offshore Fund, may be deemed to
beneficially own the 2,140,688 shares of Common Stock held by them.
(vi)
Mr. Sanford may be deemed to be the beneficial owner of the 2,140,688 shares of
Common Stock beneficially owned by BAM.
(vii)
Collectively, the Reporting Persons beneficially own 2,140,688 shares of Common
Stock.
|
(b)
|
Percent
of Class:
|
(i)
The Onshore Fund’s ownership of 1,112,905 shares of Common Stock represents 2.6%
of all of the outstanding shares of Common Stock.
(ii)
The Onshore Fund II’s beneficial ownership of 113,709 shares of Common Stock
represents 0.3% of all of the outstanding shares of Common Stock.
(iii)
The BSO III Fund’s beneficial ownership of 772,310 shares of Common Stock
represents 1.8% of all of the outstanding shares of Common Stock.
(iv)
The Offshore Fund’s beneficial ownership of 141,764 shares of Common Stock
represents 0.3% of all of the outstanding shares of Common Stock.
(v)
BAM’s and Mr. Sanford’s beneficial ownership of 2,140,688 shares of Common Stock
represents 5.1% of all of the outstanding shares of Common Stock.
(vi)
Collectively, the Reporting Persons’ beneficial ownership of 2,140,688 shares of
Common Stock represents 5.1% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of shares of Common
Stock:
|
The
Onshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 1,112,905 shares of Common Stock held by the Onshore Fund.
The
Onshore Fund II, BAM and Mr. Sanford have shared power to vote or direct the
vote of the 113,709 shares of Common Stock held by the Onshore Fund
II.
The
BSO III Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 772,310 shares of Common Stock held by the BSO III Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 141,764 shares of Common Stock held by the Offshore Fund.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
The
Onshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 1,112,905 shares of Common Stock held by the Onshore
Fund.
The
Onshore Fund II, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 113,709 shares of Common Stock held by the Onshore Fund
II.
The
BSO III Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 772,310 shares of Common Stock held by the BSO III
Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 141,764 shares of Common Stock held by the Offshore
Fund.
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 Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [ ].
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.
See
Exhibit B.
ITEM
9. NOTICE OF DISSOLUTION OF
GROUP.
Not
applicable.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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 that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each
of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
4, 2010
BURLINGAME
EQUITY INVESTORS, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E.
Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS II, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
SPECIAL OPPORTUNITIES III, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS (OFFSHORE) LTD.
By:
/s/ Blair E.
Sanford
Blair E. Sanford,Director
BURLINGAME
ASSET MANAGEMENT, LLC
By:
/s/ Blair E.
Sanford
Blair E. Sanford, Managing
Member
/s/
Blair E. Sanford
Blair
E. Sanford
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Pain Therapeutics, Inc. dated as of February 4, 2010 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February
4, 2010
BURLINGAME
EQUITY INVESTORS, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E.
Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS II, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
SPECIAL OPPORTUNITIES III, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS (OFFSHORE) LTD.
By:
/s/ Blair E.
Sanford
Blair E. Sanford,Director
BURLINGAME
ASSET MANAGEMENT, LLC
By:
/s/ Blair E.
Sanford
Blair E. Sanford, Managing
Member
/s/
Blair E. Sanford
Blair
E. Sanford
EXHIBIT
B
Burlingame
Equity Investors, LP
Burlingame
Equity Investors II, LP
Burlingame
Special Opportunities III, LP
Burlingame
Equity Investors (Offshore) Ltd.
Burlingame
Asset Management, LLC
Blair
E. Sanford