SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SWK HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
483600300
(CUSIP Number)
Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, TX 75201
(214) 932-9600
with a copy to
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2012
(Date of Event which Requires
Filing of this Schedule)

1	NAME OF REPORTING PERSON  Double Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*          WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION          Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,427,421
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 11,427,421
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         11,427,421
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          27.4%
14	TYPE OF REPORTING PERSON*          CO

1	NAME OF REPORTING PERSON         Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*         WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION         Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER            721,679
	8	SHARED VOTING POWER            0
	9	SOLE DISPOSITIVE POWER            721,679
	10	SHARED DISPOSITIVE POWER            0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         721,679
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         1.7%
14	TYPE OF REPORTING PERSON*         CO

1	NAME OF REPORTING PERSON         Carlson Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*         AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER           12,149,100
	8	SHARED VOTING POWER     0
	9	SOLE DISPOSITIVE POWER           12,149,100
	10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         12,149,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         29.2%
14	TYPE OF REPORTING PERSON*         PN, IA

1	NAME OF REPORTING PERSON Asgard Investment Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*         AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER             12,149,100
	8	SHARED VOTING POWER             0
	9	SOLE DISPOSITIVE POWER             12,149,100
	10	SHARED DISPOSITIVE POWER             0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         12,149,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         29.2%
14	TYPE OF REPORTING PERSON*         CO

1	NAME OF REPORTING PERSON         Clint D. Carlson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*         AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION         USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER            0
	8	SHARED VOTING POWER            12,149,100
	9	SOLE DISPOSITIVE POWER            0
	10	SHARED DISPOSITIVE POWER            12,149,100
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         12,149,100
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         29.2%
14	TYPE OF REPORTING PERSON*         IN

1	NAME OF REPORTING PERSON         Michael D. Weinberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS*         OO (See Item 5)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OF ORGANIZATION         USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER           235,000 (see Item 5)
	8	SHARED VOTING POWER           0
	9	SOLE DISPOSITIVE POWER           235,000 (see Item 5)
	10	SHARED DISPOSITIVE POWER           0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON         235,000 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         0.6%
14	TYPE OF REPORTING PERSON*         IN

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 4, 2009 (the "Original Schedule 13D") and Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 25, 2009 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.001 per share, of SWK Holdings Corporation (the "Issuer"). Except as set forth herein, the Schedule 13D is unmodified.
Item 1.	Security and Issuer.
Item 1 is amended and restated in its entirety as follows:   This Schedule 13D relates to the shares of common stock, par value $0.001 per share, of SWK Holdings Corporation, a Delaware corporation. The principal executive office of the Issuer is located at 5314 North River Run Drive, Suite 350, Provo, Utah 84604.
Item 2.	Identity and Background.
The first sentence of paragraph (a) and paragraph (b) of Item 2 are hereby amended and restated in their entirety, and paragraphs (c) and (f) of Item 2 are hereby amended and supplemented, as follows:   (a)  This statement is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), (ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore" and together with Double Offshore, the "Funds"), (iii) Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital"), (iv) Asgard Investment Corp., a Delaware corporation and the general partner of Carlson Capital ("Asgard"), (v) Mr. Clint D. Carlson, President of Asgard and Carlson Capital (together with the Funds, Carlson Capital and Asgard, "Carlson") and (vi) Mr. Michael D. Weinberg (together with Carlson, the "Reporting Persons").  Mr. Weinberg expressly disclaims beneficial ownership of the 12,149,100 Shares reported as owned by Carlson in this Amendment No. 2, except to the extent of his pecuniary interest therein.  Carlson expressly disclaims beneficial ownership of the 235,000 shares of restricted stock reported as beneficially owned by Mr. Weinberg in this Amendment No.2.   (b)  The principal business address of each Reporting Person is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201.   (c)  The principal business of Mr. Weinberg is to act as Director of Special Projects at Carlson Capital.   (f)   Mr. Weinberg is a United States citizen.
Item 3.	Source and Amount of Funds or other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:   A total of approximately $11,862,953.26 was used by the Reporting Persons to acquire the Shares reported herein (other than the Shares beneficially held by Mr. Weinberg). With the exception of Mr. Weinberg, the source of funds used to make the purchases reported herein is the working capital of the Funds and margin borrowings described in the following sentence. A total of 7,701,674 Shares beneficially owned by Carlson are held in commingled margin accounts, which may extend margin credit to Carlson from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.   The Issuer has granted to Mr. Weinberg a total of 235,000 shares of restricted stock in lieu of cash compensation for his service as a non-executive director of the Issuer and as such, no additional funds were used to acquire the shares of restricted stock.

 

Item 5.		Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:   (a) As of the close of business on March 1, 2012, Carlson beneficially owned an aggregate of 12,149,100 Shares, constituting approximately 29.2% of the Shares outstanding.  Mr. Weinberg may be deemed to beneficially own an aggregate of 235,000 Shares, constituting approximately 0.6% of the shares outstanding based upon his ownership of (i) 200,000 shares of restricted stock that vest based upon the 60 day average closing price of the Shares and (ii) 35,000 shares of restricted stock, granted by the Issuer to Mr. Weinberg on January 31, 2012 as compensation for his service as a director of the Issuer, that fully vest on the one-year anniversary of such grant, provided that Mr. Weinberg remains a director of the Issuer at such time.   The aggregate percentages of Shares reported herein are based upon 41,647,394 Shares outstanding, which is the total number of Shares issued and outstanding as of November 10, 2011 as reported in the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2011, filed on November 14, 2011.   (b) Carlson Capital, Asgard and Mr. Carlson have the power to vote and direct the disposition of (i) the 721,679 Shares reported herein as owned by Offshore Ltd. and (ii) the 11,427,421 Shares reported herein as owned by Double Offshore Ltd. Subject to the vesting requirements described herein, Mr. Weinberg has the power to vote and direct the disposition of the 235,000 shares of restricted stock beneficially owned by him.   (c) Other than the grant of 35,000 restricted stock to Mr. Weinberg discussed herein, all other transactions effected by the Reporting Persons in the Shares during the past sixty (60) days are set forth on Appendix A hereto and are incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:   On January 31, 2012, the Issuer granted Mr. Weinberg an annual grant of 35,000 shares of restricted stock in lieu of cash compensation for his service as a non-executive director of the Issuer.  Such shares of restricted stock will fully vest on the one-year anniversary of such grant, provided, however, that if Mr. Weinberg ceases to be a director of the Issuer during the interim period, the grant is void.  Such 35,000 shares of restricted stock are in addition to the 200,000 shares of restricted stock held by Mr. Weinberg that vest based upon the 60 day average closing price of the Shares.
Item 7.	Material to be Filed as Exhibits.
Exhibit 5.     Joint Filing Agreement, dated March 1, 2012.

 

 

	/s/ Clint D. Carlson
	Clint D. Carlson
	/s/ Michael D. Weinberg
	Michael D. Weinberg

 
 

Double Black Diamond Offshore Ltd.
Trade Date	Amount Purchased (Sold)	Price per Share ($)
02/28/2012	472,500	0.82
Black Diamond Offshore Ltd.
Trade Date	Amount Purchased (Sold)	Price per Share ($)
02/28/2012	27,500	0.82

	/s/ Clint D. Carlson
	Clint D. Carlson
	/s/ Michael D. Weinberg
	Michael D. Weinberg