0000930413-14-000637.txt : 20140214 0000930413-14-000637.hdr.sgml : 20140214 20140214094603 ACCESSION NUMBER: 0000930413-14-000637 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAIN THERAPEUTICS INC CENTRAL INDEX KEY: 0001069530 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911911336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59335 FILM NUMBER: 14611600 BUSINESS ADDRESS: STREET 1: 7801 N CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 260 CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 512-501-2444 MAIL ADDRESS: STREET 1: 7801 N CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 260 CITY: AUSTIN STATE: TX ZIP: 78731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 165 MASON STREET, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 971-3300 MAIL ADDRESS: STREET 1: 165 MASON STREET, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 c76424_sch13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Pain Therapeutics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

69562K100

(CUSIP Number)

 

December 31, 2013

(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)

 

SRule 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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
CUSIP No.  69562K100 13G/A Page 2 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS

 

Great Point Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

37-1475292

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)

£

 

  (b)

£

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

          USA

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH		 5.

SOLE VOTING POWER

 

0

 

6.

SHARED VOTING POWER

 

2,797,689

 

7.

SOLE DISPOSITIVE POWER

 

0

 

8.

SHARED DISPOSITIVE POWER

 

2,797,689

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,797,689

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.15%1

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

 
1Based on a total of 45,510,038 shares outstanding, as reported in the Issuer’s Form 10-K filed with the SEC on February 4, 2014.
 
CUSIP No.  69562K100 13G/A Page 3 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS

 

Dr. Jeffrey R. Jay, M.D.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)

£

 

  (b)

£

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH		 5.

SOLE VOTING POWER

 

0

 

6.

SHARED VOTING POWER

 

2,797,689

 

7.

SOLE DISPOSITIVE POWER

 

0

 

8.

SHARED DISPOSITIVE POWER

 

2,797,689

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,797,689

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.15%1

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 
CUSIP No.  69562K100 13G/A Page 4 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS

 

Mr. David Kroin

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)

£

 

  (b)

£

 

3. SEC USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH		 5.

SOLE VOTING POWER

 

0

 

6.

SHARED VOTING POWER

 

2,797,689

 

7.

SOLE DISPOSITIVE POWER

 

0

 

8.

SHARED DISPOSITIVE POWER

 

2,797,689

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,797,689

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.15%1

 

12.

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 
CUSIP No.  69562K100 13G/A Page 5 of 9 Pages

 

Item 1.

 

  (a) Name of Issuer
     
    Pain Therapeutics, Inc.
     
  (b) Address of Issuer’s Principal Executive Offices
     
    7801 N. Capital of Texas Highway, Suite 260, Austin, TX 78731

 

Item 2.

 

  (a) Name of Person Filing
     
    Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin

 

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2014, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

  (b) Address of Principal Business Office, or if none, Residence
     
    The address of the principal business office of each of the Reporting Persons is
     
    165 Mason Street, 3rd Floor
Greenwich, CT 06830

 

  (c) Citizenship

 

Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.

 

  (d) Title of Class of Securities
     
    Common Stock
     
  (e) CUSIP Number
     
    69562K100

 

Item 3. 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:

 

Not Applicable.

 

  (a) £ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
       
  (b) £ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) £ Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).
       
  (d) £ Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) £ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
  (f) £ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
CUSIP No.  69562K100 13G/A Page 6 of 9 Pages

 

  (g) £ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
       
  (h) £ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
  (i) £ 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).
       
  (j) £ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership

 

Biomedical Value Fund, L.P. (“BVF”) is the record owner of 1,426,823 shares of Common Stock (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

 

Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 839,306 shares of Common Stock (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

 

Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 531,560 shares of Common Stock (the “BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BIVF Shares, and therefore may be deemed to be the beneficial owner of the BIVF Shares.

 

Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares and the BIVF Shares described above, except to the extent of their respective pecuniary interests.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  1. Great Point Partners, LLC
     
  (a) Amount beneficially owned: 2,797,689
     
  (b) Percent of class: 6.15%1
     
  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: - 0 -
     
  (ii) Shared power to vote or to direct the vote: 2,797,689
     
  (iii) Sole power to dispose or to direct the disposition of: - 0 -.
     
  (iv) Shared power to dispose or to direct the disposition of: 2,797,689
     
  2. Dr. Jeffrey R. Jay, M.D.
 
CUSIP No.  69562K100 13G/A Page 7 of 9 Pages

 

  (a) Amount beneficially owned: 2,797,689
     
  (b) Percent of class: 6.15%1
     
  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 0.
     
  (ii) Shared power to vote or to direct the vote: 2,797,689
     
  (iii) Sole power to dispose or to direct the disposition of: 0.
     
  (iv) Shared power to dispose or to direct the disposition of: 2,797,689
     
  3. Mr. David Kroin
     
  (a) Amount beneficially owned: 2,797,689
     
  (b) Percent of class: 6.15%1
     
  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 0.
     
  (ii) Shared power to vote or to direct the vote: 2,797,689
     
  (iii) Sole power to dispose or to direct the disposition of: 0.
     
  (iv) Shared power to dispose or to direct the disposition of: 2,797,689

 

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 each of the Reporting Persons has 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:
   
  See Item 4.
   
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
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable.
   
Item 10. Certification

 

By signing below I certify that, to the best of my 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

 
CUSIP No.  69562K100 13G/A Page 8 of 9 Pages

 

the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

 
CUSIP No.  69562K100 13G/A Page 9 of 9 Pages

 

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.

 

Date: February 14, 2014

 

  GREAT POINT PARTNERS, LLC
       
  By:  /s/ Dr. Jeffrey R. Jay, M.D.  
    Dr. Jeffrey R. Jay, M.D.,  
       as senior managing member  
       
  /s/ Dr. Jeffrey R. Jay, M.D.  
  DR. JEFFREY R. JAY, M.D.  
       
  /s/ Mr. David Kroin  
  MR. DAVID KROIN  
 

Exhibit A

 

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

 

The undersigned hereby agree as follows:

 

(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

 

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Date: February 14, 2014

 

  GREAT POINT PARTNERS, LLC
       
  By:  /s/ Dr. Jeffrey R. Jay, M.D.  
    Dr. Jeffrey R. Jay, M.D.,  
       as senior managing member  
       
  /s/ Dr. Jeffrey R. Jay, M.D.  
  DR. JEFFREY R. JAY, M.D.  
       
  /s/ Mr. David Kroin  
  MR. DAVID KROIN