Statement of Ownership (sc 13g)
May 10 2017 - 1:43PM
Edgar (US Regulatory)
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 RULE 13d-2
(Amendment No. )*
Pain
Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
69562K506
(CUSIP Number)
May 9, 2017
(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)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for a reporting persons 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
).
|
|
|
|
|
CUSIP No. 69562K506
|
|
13G
|
|
Page 1 of 5
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
Thomas A. Satterfield, Jr.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
159,000
|
|
6.
|
|
SHARED VOTING POWER
2,230,091
|
|
7.
|
|
SOLE DISPOSITIVE POWER
159,000
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,230,091
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,389,091
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.2%*
|
12.
|
|
TYPE OF REPORTING PERSON
IN
|
*
|
Based on 46,141,935 shares of Common Stock of the issuer outstanding as of April 24, 2017, as reported by the issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed with the
Securities and Exchange Commission on April 26, 2017.
|
|
|
|
|
|
CUSIP No. 69562K506
|
|
13G
|
|
Page 2 of 5
|
SCHEDULE 13G
Item 1.
Pain Therapeutics, Inc.
|
(b)
|
Address of Issuers Principal Executive Offices:
|
7801 N. Capital of Texas Highway,
Suite 260
Austin, TX 78731
Item 2.
|
(a)
|
Name of Person Filing:
|
Thomas A. Satterfield, Jr.
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
Thomas A. Satterfield, Jr.
2609 Caldwell Mill Lane
Birmingham, Alabama 35243
Incorporated by reference from Item 4 of the Cover Page.
|
(d)
|
Title of Class of Securities:
|
Incorporated by reference from the Cover Page.
Incorporated by reference from the Cover Page.
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.
Item 4.
Ownership.
|
(a)
|
Amount beneficially owned:
|
Incorporated by reference from Item 9 of the Cover Page.
Incorporated by reference from Item 11 of the Cover Page.
|
|
|
|
|
CUSIP No. 69562K506
|
|
13G
|
|
Page 3 of 5
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
Incorporated by reference from Item 5 of the
Cover Page.
|
(ii)
|
Shared power to vote or to direct the vote
|
Incorporated by reference from Item 6 of the
Cover Page.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Incorporated by reference from
Item 7 of the Cover Page.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Incorporated by reference from
Item 8 of the Cover Page.
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 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 75,000 shares are held jointly with
Mr. Satterfields spouse; 6,000 shares are held individually by Mr. Satterfields spouse; 300,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation wholly owned by Mr. Satterfield and of which
he serves as President; and 860,000 shares are held by Caldwell Mill Opportunity Fund, which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager. Additionally, Mr. Satterfield
has limited powers of attorney for voting and disposition purposes with respect to the following shares: A.G. Family L.P. (900,000 shares); Jeanette Satterfield Kaiser (44,091 shares); Richard W. Kaiser (20,000 shares); and David A. Satterfield
(25,000 shares). These individuals and entities have the right to receive or the power to direct the receipt of the proceeds from the sale of their respective shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of
Dissolution of Group.
Not Applicable.
|
|
|
|
|
CUSIP No. 69562K506
|
|
13G
|
|
Page 4 of 5
|
Item 10. Certifications.
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, other than
activities solely in connection with a nomination under § 240.14a-11.
|
|
|
|
|
CUSIP No. 69562K506
|
|
13G
|
|
Page 5 of 5
|
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.
|
May 10, 2017
|
Date
|
|
/s/ Thomas A. Satterfield, Jr.
|
Thomas A. Satterfield, Jr.
|
Pain Therapeutics (NASDAQ:PTIE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Pain Therapeutics (NASDAQ:PTIE)
Historical Stock Chart
From Sep 2023 to Sep 2024