SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SWK Holdings Corp [ SWKH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/26/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/26/2016 | P | 1,600 | A | $9.75 | 9,052,119 | I | See Footnotes(1)(2) | ||
| Common Stock | 08/29/2016 | P | 1,500 | A | $9.75 | 9,053,619 | I | See Footnotes(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Common Stock of SWK Holdings Corp described herein were acquired directly, and held beneficially, by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("DOF"), and Black Diamond Offshore Ltd., a Cayman Islands exempted company ("OFF"). Carlson Capital, L.P., a Delaware limited partnership ("Carlson"), serves as investment manager to, and has the power to direct the affairs of, DOF and OFF. Carlson also serves as the investment manager, with the power to direct the affairs, of Double Black Diamond, L.P., a Delaware limited partnership ("DBD LP"), which did not acquire or dispose of any securities in connection with the transactions reported herein, but which holds a warrant exercisable for 1,000,000 shares of Common Stock. (Continued in Footnote 2). |
| 2. Asgard Investment Corp. II, a Delaware corporation ("Asgard II"), serves as general partner, and has the power to direct the affairs, of Carlson. Asgard Investment Corp., a Delaware corporation ("Asgard"), is the sole stockholder, and has the power to direct the affairs, of Asgard II. Clint D. Carlson, a U.S. citizen ("Mr. Carlson"), serves as president, and has the power to direct the affairs, of Asgard II, Asgard and Carlson. Each reporting person disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of such reporting person's pecuniary interest therein. |
| Remarks: |
| Christopher W. Haga and Michael D. Weinberg, employees of Carlson, serve as directors on the board of directors of the Issuer. Accordingly, Carlson, DOF, OFF, DBD LP, Asgard II, Asgard and Mr. Carlson may be deemed to be directors by deputization. |
| /s/ Clint D. Carlson, President of Asgard Investment Corp. and of Carlson Capital, L.P., on behalf of each Reporting Person | 08/30/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||