Filing Details

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of eGain Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 1252 Borregas Avenue, Sunnyvale, CA 94089. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on October 8, 2015 (the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 1,121,385 shares of Common Stock beneficially owned by the Reporting Persons as of September 6, 2015 was approximately $3,976,440. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information concerning percentages of ownership set forth below is based on 27,090,861 shares of Common Stock outstanding as of May 2, 2016 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

Discovery Equity Partners beneficially owns 1,121,385 shares of Common Stock as of September 6, 2016, which represents 4.1% of the outstanding Common Stock.

Discovery Group beneficially owns 1,121,385 shares of Common Stock as of September 6, 2016, which represents 4.1% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 1,121,385 shares of Common Stock as of September 6, 2016, which represents 4.1% of the outstanding Common Stock.

Mr. Murphy beneficially owns 1,121,385 shares of Common Stock as of September 6, 2016, which represents 4.1% of the outstanding Common Stock.

Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.

The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on June 1, 2016.

No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.

Date

DISCOVERY GROUP I, LLC,

for itself and as general partner of

DISCOVERY EQUITY PARTNERS, L.P.

By: Michael R. Murphy*

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

Joint Filing Agreement dated as of September 7, 2016, by and among

Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.