X0305 4 2012-05-14 0 0001089907 SWK Holdings Corp SWKH 0001480555 Burgon Paul 5314 N. RIVER RUN DRIVE, SUITE 350 PROVO UT 84604 0 1 0 0 Interim CFO and Secretary COMMON STOCK 2012-05-14 4 A 0 375000 A 394977 D Comprised of restricted stock granted pursuant to the Company's 2010 Equity Incentive Plan and form of Restricted Stock Agreement included as Exhibit 4.2 to the Company's form 8-K filed on February 2, 2012. The restricted stock vests, if at all, in 1/3 increments based upon the Issuer's 60-day average stock price performance between $1.66 and $2.49, and will be cancelled if the stock prices fail to meet such vesting criteria in five years. /S/ Paul V. Burgon 2012-05-16