EGAIN Corp — Director's Dealing 2011

Sep 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGAIN COMMUNICATIONS CORP (EGAN)
CIK: 0001066194
Period of Report: 2011-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-07	Common Stock	X	103384	$0.95	Acquired	1944827	Direct
2011-09-07	Common Stock	S	23109	$4.25	Disposed	1921718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-07	Common Stock Purchase Warrants	$0.95	X	103384	Disposed	2011-09-24	Common Stock (103384)	Direct

Footnotes

F1: On September 7, 2011, FW Investors V, L.P. ("FW Investors") exercised a warrant to purchase 103,384 shares of Common Stock for $0.95 per share. FW Investors paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 23,109 of the warrant shares to pay the exercise price and issuing to FW Investors the remaining 80,275 shares.

F2: The price reflects the fair market value of the Common Stock on September 7, 2011.

F3: This warrant is immediately exercisable.