Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BARBIER REMI
  2. Issuer Name and Ticker or Trading Symbol
PAIN THERAPEUTICS INC [ptie]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2005
(Street)

 
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 (1) 05/01/2002   J   2,485 A $ 3.065 2,485 I (3) By Spouse
Common Stock (1) 11/01/2002   J   3,675 A $ 2.737 6,160 I (3) By Spouse
Common Stock (1) 04/30/2003   J   15,157 A $ 3.22 21,317 I (3) By Spouse
Common Stock (1) 04/29/2005   J   6,884 A $ 5.21 28,201 I (3) By Spouse

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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 Underlying Securities
(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 of Derivative Security: 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
Common Stock (2) $ 8.63 01/28/2002   J   50,000   02/28/2002 01/28/2012 Common Stock 50,000 $ 8.63 50,000 I (3) By Spouse
Common Stock (2) $ 3 12/09/2002   J   10,700   01/09/2003 12/09/2012 Common Stock 10,700 $ 3 60,700 I (3) By Spouse
Common Stock (2) $ 6.16 09/29/2003   J   2,000   10/29/2003 09/29/2013 Common Stock 2,000 $ 6.16 62,700 I (3) By Spouse
Common Stock (2) $ 6.25 12/12/2003   J   23,100   01/12/2004 12/12/2013 Common Stock 23,100 $ 6.25 85,800 I (3) By Spouse
Common Stock (2) $ 7.75 12/10/2004   J   15,100   01/10/2005 12/10/2014 Common Stock 15,100 $ 7.75 100,900 I (3) By Spouse
Common Stock (2) $ 4.99 04/12/2005   J   5,000   05/12/2005 04/12/2015 Common Stock 5,000 $ 4.99 105,900 I (3) By Spouse
Common Stock (2) $ 7.32 12/09/2005   J   16,300   01/09/2006 12/09/2015 Common Stock 16,300 $ 7.32 122,200 I (3) By Spouse
Common Stock (2) $ 8.6 12/08/2006   J   12,500   01/08/2007 12/08/2016 Common Stock 12,500 $ 8.6 134,700 I (3) By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARBIER REMI

 
  X   X   President and CEO  

Signatures

 /s/ Remi Barbier   02/15/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Common Stock purchased pursuant to the Company's 2000 Employee Stock Purchase Plan.
(2) Incentive Stock Options are granted based on the Internal Revenue Service limitations and Non-Qualifying Stock Options are granted for options exceeding those limits. Stock options are vested over a four (4) year period at a rate of 1/48th per month.
(3) This filing is done in connection with a marriage to an employee of the Company in June 2005. These transactions are exempt under Section 16b-3.

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