SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sabretooth Master Fund, L.P.

(Last) (First) (Middle)
405 LEXINGTON AVENUE

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAIN THERAPEUTICS INC [ PTIE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 08/08/2011 S 44,417 D $4.2011 4,645,076 D (1) (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sabretooth Master Fund, L.P.

(Last) (First) (Middle)
405 LEXINGTON AVENUE

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sabretooth Capital Partners, LLC

(Last) (First) (Middle)
405 LEXINGTON AVENUE
50TH FLOOR

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sabretooth Capital Management, LLC

(Last) (First) (Middle)
405 LEXINGTON AVENUE
50TH FLOOR

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kalir Erez

(Last) (First) (Middle)
405 LEXINGTON AVENUE
50TH FLOOR

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Perry Craig

(Last) (First) (Middle)
405 LEXINGTON AVENUE
50TH FLOOR

(Street)
NEW YORK NY 10174

(City) (State) (Zip)
Explanation of Responses:
1. Sabretooth Master Fund, L.P. (the "Partnership") holds the reported securities directly in its own name. Sabretooth Capital Partners, LLC, which serves as the general partner of the Partnership, holds the reported securities indirectly through the Partnership. Sabretooth Capital Management, LLC, which serves as the investment manager to the Partnership, holds the reported securities indirectly through the Partnership. Erez Kalir and Craig Perry report the securities held indirectly by Sabretooth Capital Partners, LLC and Sabretooth Capital Management, LLC, as the managing members of each.
2. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
/s/ Erez Kalir, Managing Member of Sabretooth Capital Partners, LLC, the General Partner of Sabretooth Master Fund, L.P. 08/10/2011
/s/ Erez Kalir, Managing Member of Sabretooth Capital Partners, LLC 08/10/2011
/s/ Erez Kalir, Managing Member of Sabretooth Capital Management, LLC 08/10/2011
/s/ Erez Kalir 08/10/2011
/s/ Craig Perry 08/10/2011
** 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 4 (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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