13D Filing: Carlson Capital and SWK Holdings Corp (SWKH)

 (ix). Each of the Reporting Persons disclaims any obligation to report on any plans or proposals with respect to the matters described in clauses (i) through (ix) that develop or occur as a result of any Reporting Person’s role as a director of the Issuer and participation in decisions regarding the Issuer’s actions.

Item 5. Interest in Securities of the Issuer

Paragraphs (a)–(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) As of the close of business on March 29, 2018, Carlson beneficially owned an aggregate of 9,193,766 Shares (including a warrant to purchase 100,000 Shares), constituting approximately 69.9% of the Shares outstanding. Mr. Weinberg beneficially owned an aggregate of 57,961 Shares, constituting approximately 0.4% of the Shares outstanding based upon his ownership of (i) 47,419 Shares granted by the Issuer to Mr. Weinberg, which include 1,361 Shares granted on March 29, 2018, in lieu of cash compensation for his service as a non-employee director of the Issuer and (ii) 10,542 Shares that Mr. Weinberg purchased in the Rights Offering update. Mr. Haga beneficially owned an aggregate of 17,471 Shares, constituting approximately 0.1% of the Shares outstanding based upon his ownership of 17,471 Shares granted by the Issuer to Mr. Haga, which include 1,315 Shares granted on March 29, 2018, in lieu of compensation for his service as a non-employee director of the Issuer.  As described in the Issuer’s most recent annual proxy statement, each non-employee director, including Mr. Weinberg and Mr. Haga, may elect to receive 100% of the cash retainer payable, including committee fees, in Shares based on the closing Share price on the date of payment.

The aggregate percentages of Shares reported herein are based upon an aggregate number of 13,053,369 Shares outstanding as of March 26, 2018, as reported in the Issuer’s annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 29, 2018.

(b) Carlson Capital, Asgard II, Asgard and Clint D. Carlson have the power to vote and direct the disposition of (i) 600,678 Shares reported herein as beneficially owned by Offshore, (ii) 8,493,088 Shares reported herein as beneficially owned by Double Offshore and (iii) 100,000 Shares issuable upon exercise of a warrant reported herein as beneficially owned by DBD LP. Mr. Weinberg has the power to vote and direct the disposition of the 57,961 Shares beneficially owned by him. Mr. Haga has the power to vote and direct the disposition of the 17,471 Shares beneficially owned by him.

(c) Other than the 1,361 Shares and 1,315 Shares granted to Mr. Weinberg and Mr. Haga, respectively, as described herein, no transactions were effected by the Reporting Persons in the Shares during the past 60 days.

Item 7. Materials to be Filed as Exhibits

The information previously provided in response to Item 7 is hereby amended and supplemented by adding the following at the end thereof: