Carlson Capital, L.P. 3
3 · Runway Growth Finance Corp. · Filed Apr 13, 2026
Insider Transaction Report
Form 3
Carlson Capital, L.P.
10% Owner
Holdings
- 4,445,105
Common Stock, par value $0.001 per share (the Common Stock)
[F1][F2][F3] - 6,430
Common Stock
[F1][F2][F4] - 209,125
Common Stock
[F1][F2][F5] - 32,505
Common Stock
[F1][F2][F6] - 32,505
Common Stock
[F1][F2][F7] - 32,505
Common Stock
[F1][F2][F8] - 1,312
Common Stock
[F1][F2][F9] - 4,445,105(indirect: See footnotes)
Common Stock
[F10] - 4,445,105(indirect: See footnotes)
Common Stock
[F11] - 4,517,857(indirect: See footnotes)
Common Stock
[F12]
Footnotes (12)
- [F1]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, 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
- [F10]These shares of Parent Common Stock are 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.
- [F11]These shares of Parent Common Stock are 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.
- [F12]These shares of Parent Common Stock are 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 hold shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F2](Continued from footnote 1) 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").
- [F3]The shares of Parent Common Stock to which this relates are 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 3 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.
- [F4]These shares of Parent Common Stock are held directly by Carlson Capital GP, L.P. ("Carlson Capital GP"), an affiliated entity to Carlson Capital. Carlson Capital GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- [F5]These shares of Parent Common Stock are 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.
- [F6]These shares of Parent Common Stock are 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.
- [F7]These shares of Parent Common Stock are 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.
- [F8]These shares of Parent Common Stock are 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.
- [F9]These shares of Parent Common Stock are 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.