13D Filing: Vector Capital IV, L.P. and eGain Corp (EGAN)

---

This Amendment No. 2 (this Amendment No. 2) to Schedule 13D filed with
the Securities and Exchange Commission on behalf of the following persons (collectively, the Reporting Persons): (i) Vector Capital IV, L.P., a Delaware limited partnership (VC IV), (ii) Vector Capital Partners
IV, L.P., a Cayman Islands limited partnership (VCP IV), (iii) Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (VE III), (iv) Vector Capital Partners III, L.P., a Cayman Islands limited
partnership (VCP III), (v) Vector Capital, L.L.C., a Delaware limited liability company (VC, and together with VC IV, VCP IV, VEF III and VCP III, Vector), and (vii) Alexander R. Slusky,
an individual (Mr. Slusky) on May 26, 2015, as amended by Amendment No. 1 filed on January 4, 2017 (collectively, the Initial 13D), is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1923, as amended on behalf of the Reporting Persons to amend certain information previously reported by the Reporting Persons in the Initial 13D by adding the information set
forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Amendment No. 2 have the same meaning as those set forth in the Initial 13D.

Item 1. Security and Issuer.

Item 1 of the
Schedule 13D is hereby amended and restated in its entirety as follows:

This statement on Schedule 13D (this Statement) relates to the
shares of common stock, par value $0.001 per share (the Shares), of eGain Corporation., a Delaware corporation (the Company). The principal executive offices of the Company are located at 1252 Borregas Avenue,
Sunnyvale, California 94089. As reported in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as of May 5, 2017, there were 27,105,471 Shares outstanding.

Item 5. Interest in Securities of the Issuer

Paragraphs (a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)

The response of each of the Reporting Persons to Rows (11) to (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference. As of the September 11, 2017, the Reporting Persons have the following interest in the securities of the Company:

i.

VC IV beneficially owns 1,637,821 Shares, making it the beneficial owner of 6.04% of the Companys common stock.

ii.

VCP IV beneficially owns 1,637,821 Shares, making it the beneficial owner of 6.04% of the Companys common stock.

iii.

VEF III beneficially owns 19,893 Shares, making it the beneficial owner of 0.07% of the Companys common stock.

iv.

VCP III beneficially owns 19,893 Shares, making it the beneficial owner of 0.07% of the Companys common stock.

v.

VC beneficially owns 1,657,714 Shares, making it the beneficial owner of 6.12% of the Companys common stock.

vi.

Mr. Slusky beneficially owns 1,657,714 Shares, making him the beneficial owner of 6.12% of the Companys common stock.

(b)

The table below sets forth for the Reporting Persons the number of shares of the Companys common stock for which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, or sole or shared power to dispose or to direct the disposition.

		VC IV				VCP IV				VEF III				VCP III				VC				Mr. Slusky
Sole Power to Vote/Direct Vote			0				0				0				0				0				0
Shared Power to Vote/Direct Vote			1,637,821				1,637,821				19,893				19,893				1,657,714				1,657,714
Sole Power to Dispose/Direct Disposition			0				0				0				0				0				0
Shared Power to Dispose/Direct			1,637,821				1,637,821				19,893				19,893				1,657,714				1,657,714