| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 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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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/06/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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, par value $0.01 per share (the "Common Stock") | 04/06/2026 | J(1)(2) | 8,493,088 | D | $0.00(1)(2) | 0 | D(3) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 12,287 | D | $0.00(1)(2) | 0 | D(4) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 399,567 | D | $0.00(1)(2) | 0 | D(5) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 62,106 | D | $0.00(1)(2) | 0 | D(6) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 62,106 | D | $0.00(1)(2) | 0 | D(7) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 62,106 | D | $0.00(1)(2) | 0 | D(8) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 2,506 | D | $0.00(1)(2) | 0 | D(9) | |||
| Common Stock | 04/06/2026 | J(1)(2) | 8,493,088 | D | $0.00(1)(2) | 0 | I | See footnote(10) | ||
| Common Stock | 04/06/2026 | J(1)(2) | 8,493,088 | D | $0.00(1)(2) | 0 | I | See footnote(11) | ||
| Common Stock | 04/06/2026 | J(1)(2) | 8,632,093 | D | $0.00(1)(2) | 0 | I | See footnote(12) | ||
| 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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 6, 2026, pursuant to the Agreement and Plan of Merger dated as of October 9, 2025 (the "Merger Agreement"), Runway Growth Finance Corp. ("Parent"), RWAY Portfolio Holding Corp., RWAY Portfolio Corp. ("Acquisition Sub"), Runway Growth Capital LLC ("Adviser") and SWK Holdings Corporation ("SWK") effected a merger pursuant to which SWK was merged with and into Acquisition Sub (the "First Merger"). Pursuant to the Merger Agreement, upon completion of the First Merger (the "Effective Time"), each issued and outstanding common stock of SWK ("SWK Common Stock") was cancelled and converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock" and such consideration, |
| 2. (Continued from footnote 1) the "Per Share Stock Consideration") or (B) $20.59 in cash (the "Per Share Cash Consideration") (in each case, based on the election of the holder thereof in accordance with the terms of the Merger Agreement and subject to proration as provided therein) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser (the "Per Share Guaranteed Cash Payment" and collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, the "Total Per Share Consideration"). |
| 3. The shares of SWK Common Stock to which this relates were held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the "Fund"). Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Fund. Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II, Carlson Capital, and any of its affiliated entities and related parties ("Mr. Clint D. Carlson"). Each of the reporting persons 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 as to such extent of the reporting person's pecuniary interest in the securities. |
| 4. These shares of SWK Common Stock were held directly by Carlson Capital GP, L.P., an affiliated entity to Carlson Capital. Carlson Capital GP, L.P. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| 5. These shares of SWK Common Stock were held directly by Mr. Clint D. Carlson. Mr. Clint D. Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 6. These shares of SWK Common Stock were held directly by Lewis Carlson, an individual who works at Carlson Capital. Lewis Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 7. These shares of SWK Common Stock were held directly by Owen Augustus Carlson 1997 A Trust, a related party to Carlson Capital. Owen Augustus Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| 8. These shares of SWK Common Stock were held directly by Julian Orlando Carlson 1997 A Trust, a related party to Carlson Capital. Julian Orlando Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| 9. These shares of SWK Common Stock were held directly by The Carlson Foundation, an affiliated entity to Carlson Capital. The Carlson Foundation disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| 10. These shares of SWK Common Stock were held by Carlson Capital as the investment manager to the Fund. Carlson Capital disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 11. These shares of SWK Common Stock were held by Asgard II as the general partner of Carlson Capital who serves as the investment manager to the Fund. Asgard II disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 12. These shares of SWK Common Stock were held by Mr. Clint D. Carlson as the president of Carlson Capital, Carlson Capital GP, The Carlson Foundation, and Asgard II. Mr. Clint D. Carlson is also the Chief Investment Officer of the investment manager of the Fund. Furthermore, immediate family members of Mr. Clint D. Carlson held shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President | 04/08/2026 | |
| Clint D. Carlson, By: /s/ Clint D. Carlson | 04/08/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||