EGAIN Corp — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGAIN COMMUNICATIONS CORP (EGAN)
CIK: 0001066194
Period of Report: 2004-03-31

Reporting Person: FW INVESTORS V LP (See Remark (1) below)
Reporting Person: FW MANAGEMENT II LLC (See Remark (1) below)
Reporting Person: CRANDALL J TAYLOR (See Remark (1) below)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Common Stock Warrants (right to buy)	$2.00	J	70153	Acquired	2007-03-31	Common Stock (70153)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
6.75% Series A Cumulative Convertible Preferred Stock	$56.875		Common Stock (235181)	105.0	Direct
Common Stock Warrants (right to buy)	$56.875	2005-08-22	Common Stock (45397)	45397	Direct

Footnotes

F1: The exercise price has been adjusted to reflect that on August 20, 2003, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the "reverse stock split"). As a result of the reverse stock split, each outstanding share of common stock automatically converted into one-tenth of a share of common stock, with the par value of each share of common stock remaining at one-tenth of a cent ($.001) per share. Prior to the reverse stock split, the exercise price was $5.6875.

The 6.75% Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") is convertible into shares of the Company's common stock on the basis of its stated value divided by its conversion price.

F2: The amount of securities underlying the Series A Preferred Stock reported herein reflects interest accrued on the stated value of the Series A Preferred Stock through March 31, 2004, and assumes a conversion price of $56.875.

F3: The exercise price of these warrants has been adjusted to reflect the reverse stock split. Prior to the reverse stock split, the exercise price was $5.685. On August 8, 2001, the exercise price of the warrants was reset to $5.685 from $9.2517 in accordance with the common stock purchase warrant.

F4: As a result of the reverse stock split, the number of warrants has been adjusted from 453,971 to 45,397. These warrants are exercisable as of August 22, 2000, with an expiration date of August 22, 2005.

F5: These warrants were issued pursuant to a Note and Warrant Purchase Agreement by and among the Company, FW Investors V, L.P., and other parties signatory thereto, dated as of March 31, 2004 (the "Note and Warrant Purchase Agreement"), and in consideration for the related issuance by the Company to FW Investors V, L.P. of a Subordinated Secured Promissory Note dated as of March 31, 2004 in the principal amount of $989,070.21 (the "Subordinated Secured Promissory Note").

F6: Fifty percent of these warrants shall become exercisable on January 31, 2005 and 50% of the warrants shall become exercisable on March 31, 2005.

F7: Not applicable.