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.2)*
Pain Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
69562K100
(CUSIP Number)
December 31, 2011
(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)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Burlingame Equity Investors Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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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
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Cayman Islands
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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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2,134,718
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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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2,134,718
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,134,718
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Burlingame Equity Investors II, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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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
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Delaware
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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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186,665
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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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186,655
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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186,655
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.4%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Burlingame Special Opportunities III, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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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
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Delaware
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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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2,072,083
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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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2,072,083
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,072,083
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.6%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Burlingame Asset Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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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
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Delaware
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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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4,393,466
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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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4,393,466
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,393,466
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.8%
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12.
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TYPE OF REPORTING PERSON*
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Blair E. Sanford
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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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
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United States
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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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4,393,466
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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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4,393,466
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,393,466
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.8%
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12.
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TYPE OF REPORTING PERSON*
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IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment is filed with respect to the shares of the common stock, having $.001 par value per share (the "Common Stock"), of Pain Therapeutics, Inc. (“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of December 31, 2011 and amends and supplements the Schedule 13G filed on February 4, 2010, as previously amended (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
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Burlingame Equity Investors Master Fund, LP, a Cayman Islands exempted limited partnership ("Master Fund");
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Burlingame Equity Investors II, LP ("Onshore Fund II");
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Burlingame Special Opportunities III, LP (the “BSO III Fund”);
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Burlingame Asset Management, LLC ("BAM"); and
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Mr. Blair E. Sanford ("Mr. Sanford").
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BAM is the general partner of each of the Master Fund, Onshore Fund II and BSO III 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 held by the Master Fund, Onshore Fund II and BSO III Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund II, BSO Fund III, BAM and Mr. Sanford is One Market Street, Suite 3750, Spear Street Tower, San Francisco, California 94105.
The business address of the Master Fund is c/o Appleby Corporate Services (Cayman) Limited, 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 II and BSO Fund III is a limited partnership formed under the laws of the State of Delaware.
The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
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 Master Fund individually beneficially owns 2,134,718 shares of Common Stock.
(ii) The Onshore Fund II individually beneficially owns 186,655 shares of Common Stock.
(iii) The BSO III Fund individually beneficially owns 2,072,083 shares of Common Stock.
(iv) BAM, as the general partner of the Master Fund, Onshore Fund II and BSO III Fund, may be deemed to beneficially own the 4,393,466 shares of Common Stock held by them.
(v) Mr. Sanford may be deemed to be the beneficial owner of the 4,393,466 shares of Common Stock beneficially owned by BAM.
(vi) Collectively, the Reporting Persons beneficially own 4,393,466 shares of Common Stock.
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(b)
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Percent of Class:
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(i) The Master Fund’s ownership of 2,134,718 shares of Common Stock represents 4.8% of all of the outstanding shares of Common Stock.
(ii) The Onshore Fund II’s beneficial ownership of 186,655 shares of Common Stock represents 0.4% of all of the outstanding shares of Common Stock.
(iii) The BSO III Fund’s beneficial ownership of 2,072,083 shares of Common Stock represents 4.6% of all of the outstanding shares of Common Stock.
(iv) BAM’s and Mr. Sanford’s beneficial ownership of 4,393,466 shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.
(v) Collectively, the Reporting Persons’ beneficial ownership of 4,393,466 shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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Not applicable.
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(ii)
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Shared power to vote or to direct the vote of shares of Common Stock:
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The Master Fund, BAM and Mr. Sanford have shared power to vote or direct the vote of the 2,134,718 shares of Common Stock held by the Master Fund.
The Onshore Fund II, BAM and Mr. Sanford have shared power to vote or direct the vote of the 186,655 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 2,072,083 shares of Common Stock held by the BSO III Fund.
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(iii)
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Sole power to dispose or to direct the disposition of shares of Common Stock:
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Not applicable.
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(iv)
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Shared power to dispose or to direct the disposition of shares of Common Stock:
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The Master Fund, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 2,134,718 shares of Common Stock held by the Master Fund.
The Onshore Fund II, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 186,655 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 2,072,083 shares of Common Stock held by the BSO III Fund.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
On January 1, 2011, each of Burlingame Equity Investors, LP and Burlingame Equity Investors (Offshore) Ltd. contributed all or substantially all of its assets into the Master Fund.
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 6, 2012
BURLINGAME EQUITY INVESTORS MASTER FUND, 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, 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 Master Fund, LP
Burlingame Equity Investors II, LP
Burlingame Asset Management, LLC
Blair E. Sanford
EXHIBIT C
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 6, 2012 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 6, 2012
BURLINGAME EQUITY INVESTORS MASTER FUND, 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, 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