FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   Sabretooth Master Fund, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2011 3. Issuer Name and Ticker or Trading Symbol PAIN THERAPEUTICS INC [PTIE] (Last) (First) (Middle) 405 LEXINGTON AVENUE, 50TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10174 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.001 par value 4,689,493 D (1) (2) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sabretooth Master Fund, L.P. 405 LEXINGTON AVENUE 50TH FLOOR NEW YORK, NY 10174	Â	  X	Â	Â
Sabretooth Capital Partners, LLC 405 LEXINGTON AVENUE 50TH FLOOR NEW YORK, NY 10174	Â	  X	Â	Â
Sabretooth Capital Management, LLC 405 LEXINGTON AVENUE 50TH FLOOR NEW YORK, NY 10174	Â	  X	Â	Â
Kalir Erez 405 LEXINGTON AVENUE 50TH FLOOR NEW YORK, NY 10174	Â	  X	Â	Â
Perry Craig 405 LEXINGTON AVENUE 50TH FLOOR NEW YORK, NY 10174	Â	  X	Â	Â

Signatures

/s/ Erez Kalir, Managing Member of Sabretooth Capital Partners, LLC, the General Partner of Sabretooth Master Fund, L.P.		07/19/2011
**Signature of Reporting Person		Date
/s/ Erez Kalir, Managing Member of Sabretooth Capital Partners, LLC		07/19/2011
**Signature of Reporting Person		Date
/s/ Erez Kalir, Managing Member of Sabretooth Capital Management, LLC		07/19/2011
**Signature of Reporting Person		Date
/s/ Erez Kalir		07/19/2011
**Signature of Reporting Person		Date
/s/ Craig Perry		07/19/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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