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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Pain Therapeutics, Inc.
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(Name of Issuer)
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Common stock, $0.001 par value
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(Title of Class of Securities)
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69562K100
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(CUSIP Number)
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July 15, 2011
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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:
[ ] 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).
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CUSIP NO. 69562K100
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Sabretooth Master Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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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.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
4,689,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,689,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,689,493
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
10.65%
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12
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Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 69562K100
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Sabretooth Capital Partners, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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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.
Delaware, U.S.A.
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
4,689,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,689,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,689,493
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
10.65%
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12
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Type of Reporting Person (See Instructions)
OO
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CUSIP NO. 69562K100
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Sabretooth Capital Management, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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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.
Delaware, U.S.A.
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
4,689,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,689,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,689,493
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
10.65%
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12
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Type of Reporting Person (See Instructions)
OO
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CUSIP NO. 69562K100
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Erez Kalir
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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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.
United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
4,689,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,689,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,689,493
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
10.65%
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12
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Type of Reporting Person (See Instructions)
IN
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CUSIP NO. 69562K100
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Craig Perry
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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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.
United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
4,689,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,689,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,689,493
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
10.65%
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12
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Type of Reporting Person (See Instructions)
IN
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CUSIP NO. 69562K100
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Item 1.
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(a)
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Name of Issuer
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Pain Therapeutics, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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2211 Bridgepointe Parkway
Suite 500
San Mateo, CA 94404
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Item 2.
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(a)
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Name of Person Filing
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(i) Sabretooth Master Fund, L.P. (the “Partnership”), a Cayman Islands exempted limited partnership, with respect to shares of Common Stock (as defined in Item 2(d) below) directly owned by it.
(ii) Sabretooth Capital Partners, LLC (the “General Partner”), which serves as the general partner of the Partnership.
(iii) Sabretooth Capital Management, LLC (the “Investment Manager”), which serves as the investment manager to the Partnership.
(iv) Mr. Erez Kalir who serves as a managing member of both the General Partner and the Investment Manager.
(v) Mr. Craig Perry who serves as a managing member of both the General Partner and the Investment Manager.
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(b)
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Address of Principal Business Office or, if none, Residence
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Sabretooth Master Fund, L.P., c/o Sabretooth Capital Partners, LLC
Sabretooth Capital Partners, LLC
Sabretooth Capital Management, LLC
405 Lexington Avenue, 50th Floor
New York, NY 10174
Erez Kalir
Craig Perry
c/o Sabretooth Capital Partners, LLC
405 Lexington Avenue, 50th Floor
New York, NY 10174
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CUSIP NO. 69562K100
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(c)
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Citizenship
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Sabretooth Master Fund, L.P. - Cayman Islands
Sabretooth Capital Partners, LLC - Delaware, U.S.A.
Sabretooth Capital Management, LLC - Delaware, U.S.A.
Erez Kalir - U.S.A.
Craig Perry - U.S.A.
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(d)
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Title of Class of Securities
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Common stock, $0.001 par value (the “Common Stock”)
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(e)
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CUSIP Number
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69562K100
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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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[ ]
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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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[ ]
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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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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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(h)
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[ ]
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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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[ ]
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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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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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CUSIP NO. 69562K100
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As of July 19, 2011, the Partnership owned 4,689,493 shares of Common Stock. The percentages herein are calculated based upon the 44,015,538 shares of Common Stock issued and outstanding as of April 18, 2011, as reported on the Issuer’s Form 10-Q filed with the SEC on April 27, 2011.
A. Sabretooth Master Fund, L.P.
(a) Amount beneficially owned: 4,689,493 shares
(b) Percent of class: 10.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 4,689,493 shares
(iii) Sole power to dispose or direct the disposition: 0 shares
(iv) Shared power to dispose or direct the disposition: 4,689,493 shares
B. Sabretooth Capital Partners, LLC
(a) Amount beneficially owned: 4,689,493 shares
(b) Percent of class: 10.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 4,689,493 shares
(iii) Sole power to dispose or direct the disposition: 0 shares
(iv) Shared power to dispose or direct the disposition: 4,689,493 shares
C. Sabretooth Capital Management, LLC
(a) Amount beneficially owned: 4,689,493 shares
(b) Percent of class: 10.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 4,689,493 shares
(iii) Sole power to dispose or direct the disposition: 0 shares
(iv) Shared power to dispose or direct the disposition: 4,689,493 shares
D. Erez Kalir
(a) Amount beneficially owned: 4,689,493 shares
(b) Percent of class: 10.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 4,689,493 shares
(iii) Sole power to dispose or direct the disposition: 0 shares
(iv) Shared power to dispose or direct the disposition: 4,689,493 shares
E. Craig Perry
(a) Amount beneficially owned: 4,689,493 shares
(b) Percent of class: 10.65%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 4,689,493 shares
(iii) Sole power to dispose or direct the disposition: 0 shares
(iv) Shared power to dispose or direct the disposition: 4,689,493 shares
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CUSIP NO. 69562K100
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This statement relates to holdings of the Partnership over which the General Partner and the Investment Manager have discretionary trading authority. The managing members of the General Partner and the Investment Manager are Erez Kalir and Craig Perry, who share investment management duties. The Partnership, the General Partner, the Investment Manager, Mr. Kalir and Mr. Perry are hereinafter sometimes collectively referred to as the "Reporting Persons."
Each of the Reporting Persons disclaim beneficial ownership of all shares of Common Stock reported hereby, except to the extent of such Reporting Person’s pecuniary interest therein.
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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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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As the sole general partner of the Partnership, the General Partner has the power to vote and dispose of the Common Stock owned by the Partnership and, accordingly, may be deemed the "beneficial owner" of such Common Stock. As the investment manager of the Partnership, the Investment Manager has the power to vote and dispose of the Common Stock owned by the Partnership and, accordingly, may be deemed the "beneficial owner" of such Common Stock. The managing members of the General Partner and the Investment Manager are Erez Kalir and Craig Perry.
Erez Kalir and Craig Perry share investment management duties.
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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.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Each of the Reporting Persons hereby makes the following 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.
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CUSIP NO. 69562K100
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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.
July 19, 2011
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Sabretooth Master Fund, L.P.
By: Sabretooth Capital Partners, LLC
its General Partner
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
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Sabretooth Capital Partners, LLC
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
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Sabretooth Capital Management, LLC
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
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/s/ Erez Kalir
Erez Kalir
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/s/ Craig Perry
Craig Perry
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Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of April 20, 2011, is entered into by and among Sabretooth Capital Partners, LLC, a Delaware limited liability company, Sabretooth Capital Management, LLC, a Delaware limited liability company, Sabretooth Master Fund, L.P., a Cayman Islands exempted limited partnership, Erez Kalir, an individual, and Craig Perry, an individual (all of the foregoing are collectively referred to herein as the "Sabretooth Entities").
Each of the Sabretooth Entities may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G (and amendments thereto) with respect to shares of common stock, $0.001 par value, of Pain Therapeutics, Inc., beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of the parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Sabretooth Entities upon one week's prior written notice or such lesser period of notice as the Sabretooth Entities may mutually agree.
Executed and delivered as of the date first above written.
Sabretooth Master Fund, L.P.
By: Sabretooth Capital Partners, LLC, its General Partner
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
Sabretooth Capital Partners, LLC
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
Sabretooth Capital Management, LLC
By: /s/ Erez Kalir
Name: Erez Kalir
Title: Managing Member
/s/ Erez Kalir
Erez Kalir
/s/ Craig Perry
Craig Perry