EGAIN Corp — Director's Dealing 2008

Oct 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGAIN COMMUNICATIONS CORP (egan)
CIK: 0001066194
Period of Report: 2008-09-24

Reporting Person: ROY ASHUTOSH (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-24	Common Stock	J	5495329	$0.95	Acquired	6347932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-24	Common Stock Purchase Warrants	$0.95	J	1218493	Acquired	2011-09-24	Common Stock (1218493)	Direct

Footnotes

F1: On September 24, 2008, the Issuer entered into a Conversion Agreement and Amendment to Subordinated Secured Promissory Notes (the "Agreement") with Ashutosh Roy, Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P. and FW Investors V, L.P. (collectively, the "Lenders"). The Lenders previously loaned the Issuer an aggregate of $8,500,000 and received promissory notes with a maturity date of March 31, 2009 (the "Prior Notes"). Pursuant to the Agreement, the Issuer and the Lenders agreed to (i) convert a portion of the outstanding indebtedness under the Prior Notes equal to $6,535,977 into shares of the Issuer's common stock at a price per share equal to $0.95 and (ii) extend the maturity date of the remaining outstanding indebtedness accrued under the Prior Notes to March 31, 2012, as well as the period for which interest shall accrue on the Prior Notes (the "Note Extension").

F2: Pursuant to the Agreement and subject to the terms and conditions contained therein, the Lenders received warrants to purchase an aggregate of 1,525,515 shares of the Issuer's common stock at a price per share equal to $0.95 as consideration for the Note Extension (the "Warrants"). See footnote (1) above.