Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)
Pain
Therapeutics, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
69562K100
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] 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).
Schedule
13G Amendment No. 9
Page 2 of
9
CUSIP No.
69562K100
|
|
1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities
only).
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Eastbourne
Capital Management, L.L.C.
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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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__X__
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(b)
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______
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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. Sole
Voting
Power -0-
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|
6. Shared
Voting
Power -0-
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7. Sole
Dispositive
Power -0-
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8. Shared
Dispositive
Power -0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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0
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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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|
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11.
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Percent
of Class Represented by Amount in Row (9)
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0%
|
|
|
12.
|
Type
of Reporting Person (See
Instructions)
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|
|
IA,
OO
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Schedule
13G Amendment No. 9
Page 3 of
9
CUSIP No.
69562K100
|
|
1.
|
Names
of Reporting Persons.
|
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I.R.S.
Identification Nos. of above persons (entities
only).
|
|
|
Richard
Jon Barry
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
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(a)
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__X__
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|
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(b)
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______
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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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U.S.A.
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting
Power -0-
|
|
6. Shared
Voting
Power -0-
|
|
|
7. Sole
Dispositive
Power -0-
|
|
|
8. Shared
Dispositive
Power -0-
|
|
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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0
|
|
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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.
|
Percent
of Class Represented by Amount in Row (9)
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0%
|
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
|
IN,
HC
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Schedule
13G Amendment No. 9
Page 4 of
9
CUSIP No.
69562K100
|
|
1.
|
Names
of Reporting Persons.
|
|
|
I.R.S.
Identification Nos. of above persons (entities
only).
|
|
|
Black
Bear Offshore Master Fund, L.P.
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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(a)
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____
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(b)
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__X___
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3.
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SEC
Use Only
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|
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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
|
5. Sole
Voting
Power -0-
|
|
6. Shared
Voting
Power -0-
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|
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7. Sole
Dispositive
Power -0-
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|
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8. Shared
Dispositive
Power -0-
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|
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9.
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Aggregate
Amount Beneficially Owned by Eac
h Reporting Person
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0
|
|
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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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|
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11.
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Percent
of Class Represented by Amount in Row (9)
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0%
|
|
|
12.
|
Type
of Reporting Person (See
Instructions)
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|
|
PN
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Schedule
13G Amendment No. 9
Page 5 of
9
CUSIP No.
69562K100
Item
1.
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(a)
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Name
of Issuer
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Pain Therapeutics,
Inc.
(b) Address
of Issuer's Principal Executive Offices
2211
Bridgepointe Parkway, Suite 500, San Mateo, CA 94404
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Item
2.
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(a)
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The
names of the persons filing this statement
are:
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Eastbourne
Capital Management, L.L.C.
(“Eastbourne”)
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Richard
Jon Barry
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Black
Bear Offshore Master Fund, L.P. (“Black Bear Offshore”)
(collectively,
the "Filers").
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Barry
and Eastbourne each disclaims beneficial ownership of the Stock (as
defined below), except to the extent of its or his respective pecuniary
interest therein. Barry and Eastbourne are filing this Schedule
jointly as a group, but disclaim membership in a group, within the meaning
of Rule 13d-5(b) (“Rule 13(d)-5(b)”) under the Securities Exchange Act of
1934, as amended (the “1934 Act”), with Black Bear Offshore or any other
person or entity. Black Bear Offshore is filing jointly with
the other Filers, but not as a member of a group, and disclaims membership
in a group, within the meaning of Rule 13d-5(b), with the other Filers or
any other person or entity. In addition, the filing of this
Schedule 13G on behalf of Black Bear Offshore should not be construed as
an admission that it is, and it disclaims that it is, the beneficial owner
(as defined in Rule 13(d)-3 under the 1934 Act), of any of the
Stock.
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(b)
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The
principal business office of Eastbourne and Mr. Barry is located at
1101 Fifth Avenue, Suite
370, San Rafael, CA 94901. The principal
business office of Black Bear Offshore is located at c/o CITCO Fund Services (Cayman
Islands) Limited Corporate Centre, West Bay Road, P.O. Box 31106-SMB,
Grand Cayman, Cayman
Islands.
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(c)
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For
citizenship of Filers, see Item 4 of the cover sheet for each
Filer.
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(d)
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This
statement relates to shares of common stock of the Issuer (the
"Stock").
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(e)
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The
CUSIP number of the Issuer is: 69562K100
|
Schedule
13G Amendment No. 9
Page 6 of
9
CUSIP No.
69562K100
|
Item
3.
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If
this statement is filed pursuant to rule 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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[ ]
|
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 (15 U.S.C.
78c).
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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)
|
[ X
]
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An
investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E). One of the Filers, Eastbourne, is a
registered investment adviser and is filing pursuant to Rule
13d-1(b).
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
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(g)
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[ X
]
|
A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G) Barry is the control person of
Eastbourne and is filing pursuant to Rule
13d-1(b).
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(h)
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[ ]
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A
savings association 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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Group,
in accordance with section
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
|
See Items
5-9 and 11 of the cover page for each Filer.
|
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 person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
[X].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Eastbourne
is a registered investment adviser whose clients have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Stock. No individual client's holdings of the Stock are more
than five percent of the outstanding Stock.
Schedule
13G Amendment No. 9
Page 7 of
9
CUSIP No.
69562K100
|
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 Item
2(a) of this Schedule.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
|
Item
10.
|
Certification.
|
The
following Certification is made by Barry and Eastbourne.
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.
The
following certification is made by Black Bear Offshore:
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
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.
Schedule
13G Amendment No. 9
Page 8 of
9
CUSIP No.
69562K100
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.
Dated: February
12, 2010
|
Eastbourne
Capital Management, L.L.C.
By:
Eric M. Sippel
Chief Operating
Officer
|
Black
Bear Offshore Master Fund, L.P.
By: Eastbourne
Capital Management, L.L.C.,
Its general
partner
By:&
#xA0; ____________________________________
Eric M. Sippel
Chief Operating
Officer
|
|
Richard
J. Barry
|
Schedule
13G Amendment No. 9
Page 9 of
9
CUSIP No.
69562K100
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases by the
undersigned of the common stock of Pain Therapeutics, Inc. and any other
issuer. For that purpose, the undersigned hereby constitute and
appoint Eastbourne Capital Management, L.L.C., a Delaware limited liability
company, as their true and lawful agent and attorney-in-fact, with full power
and authority for and on behalf of the undersigned to prepare or cause to be
prepared, sign, file with the SEC and furnish to any other person all
certificates, instruments, agreements and documents necessary to comply with
section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing power,
as fully as the undersigned might or could do if personally
present.
Dated: February
12, 2010
|
Eastbourne
Capital Management, L.L.C.
By:
Eric M. Sippel
Chief Operating
Officer
|
Black
Bear Offshore Master Fund, L.P.
By: Eastbourne
Capital Management, L.L.C.,
Its general
partner
By: ____________________________________
Eric M. Sippel
Chief Operating
Officer
|
|
Richard
J. Barry
|