EGAIN Corp — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EGAIN Corp (EGAN)
CIK: 0001066194
Period of Report: 2013-02-19

Reporting Person: WOLFSON MARK A (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	D	4159	$6.38	Disposed	17007	Direct
2013-02-19	Common Stock	D	202165	$6.38	Disposed	583655	Indirect

Footnotes

F1: On February 19, 2013, the Reporting Person sold 4,159 shares of Common Stock for $6.38 per share pursuant to an underwritten public offering.

F2: The price reflects the proceeds before expenses to the Reporting Person, consisting of the public offering price of $6.75 minus the underwriting discount of $0.37.

F3: The total number of securities beneficially owned following the Reported Transaction includes 5,000 shares issuable upon the exercise of vested director options held by Dr. Wolfson. The remaining 12,007 shares, after the Reported Transaction, were acquired in 2000 pursuant to a stock distribution from FW Ventures I, L.P.

F4: The total number of shares beneficially owned following the Reported Transaction includes Dr. Wolfson's 100% interest in Group Investors, LLC, the sole member of OHVF MGP I, LLC, which is the general partner of OHVF GenPar I, L.P., which is the general partner of Oak Hill Venture Fund I, L.P, which is the direct beneficial owner of the securities reported herein. Dr. Wolfson disclaims the beneficial ownership of all shares of Common Stock directly owned by Oak Hill Venture Fund I, L.P., except to the extent of his pecuniary interest therein.