Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Vector Capital IV 0 1,637,821 0 1,637,821 1,637,821 6.04%
Vector Capital Partners IV 0 1,637,821 0 1,637,821 1,637,821 6.04%
Vector Entrepreneur Fund III 0 19,893 0 19,893 19,893 0.07%
Vector Capital Partners III 0 19,893 0 19,893 19,893 0.07%
Vector Capital 0 1,657,714 0 1,657,714 1,657,714 6.12%
Alexander R. Slusky 0 1,657,714 0 1,657,714 1,657,714 6.12%

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE
13D/A

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

eGain
Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

28225C103

(CUSIP Number)

Vector Capital IV, L.P.

Vector Capital Partners IV, L.P.

Vector Entrepreneur Fund III, L.P.

Vector Capital Partners III, L.P.

Vector Capital, L.L.C.

Alexander R. Slusky

c/o
Vector Capital Management, L.P.

One Market Street, Steuart Tower, 23rd Floor

San Francisco, CA 94105

Telephone: (415) 293-5000

With a copy to:

Paul Hastings LLP

55 2nd
Street, 24th Floor

San Francisco, CA 94105

Telephone: (415) 856-7000

Attn: Steve L. Camahort

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 2 of 10 – SEC Filing


CUSIP No. 28225C103
  1

Names of
Reporting Persons:

Vector Capital IV, L.P.

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

WK, BK, OO

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

1,637,821

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

1,637,821

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,637,821

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

6.04%

14

Type of Reporting Person (See
Instructions)

PN

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 3 of 10 – SEC Filing


CUSIP No. 87582Y108

  1

Names of
Reporting Persons:

Vector Capital Partners IV, L.P.

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

AF

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

1,637,821

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

1,637,821

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,637,821

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

6.04%

14

Type of Reporting Person (See
Instructions)

PN

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 4 of 10 – SEC Filing


CUSIP No. 87582Y108
  1

Names of
Reporting Persons:

Vector Entrepreneur Fund III, L.P.

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

WC, BK, OO

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

19,893

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

19,893

11

Aggregate Amount Beneficially Owned by Each Reporting Person

19,893

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

0.07%

14

Type of Reporting Person (See
Instructions)

PN

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 5 of 10 – SEC Filing


CUSIP No. 87582Y108
  1

Names of
Reporting Persons:

Vector Capital Partners III, L.P.

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

AF

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

19,893

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

19,893

11

Aggregate Amount Beneficially Owned by Each Reporting Person

19,893

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

0.07%

14

Type of Reporting Person (See
Instructions)

PN

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 6 of 10 – SEC Filing


CUSIP No. 87582Y108
  1

Names of
Reporting Persons:

Vector Capital, L.L.C.

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

AF

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

1,657,714

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

1,657,714

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,657,714

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

6.12%

14

Type of Reporting Person (See
Instructions)

OO

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 7 of 10 – SEC Filing


CUSIP No. 87582Y108
  1

Names of
Reporting Persons:

Alexander R. Slusky

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)*

(a)  ☐        (b)  ☒

  3

SEC Use Only

  4

Source of Funds (See
Instructions)*

AF

  5

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐

  6

Citizenship or Place of
Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7 

Sole Voting Power

-0-

  8

Shared Voting Power

1,657,714

  9

Sole Dispositive Power

-0-

10

Shared Dispositive Power

1,657,714

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,657,714

12

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13

Percent of Class Represented by Amount
in Row (11)

6.12%

14

Type of Reporting Person (See
Instructions)

IN

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 8 of 10 – SEC Filing


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

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 9 of 10 – SEC Filing


Disposition

(c) There have been no purchases or sales of the Companys common stock by any of the Reporting Persons within the last sixty days, except for the sales of the Companys common stock by VC IV and VEF III on the
open market as indicated in the table below, which table sets forth the date of each transaction, number of shares sold in each transaction, and the sale price per share for the shares sold in each transaction.

Sales by VC IV:

Date

Number
of Shares
Sold
Sale
Price Per
Share

8/22/2017

2,417 $ 1.8000

8/25/2017

6,449 $ 1.7531

8/28/2017

7,571 $ 1.7503

8/31/2017

1,716 $ 1.7500

9/1/2017

17,117 $ 1.7500

9/5/2017

3,952 $ 1.7500

9/6/2017

41,990 $ 1.7532

9/8/2017-1

473,917 $ 2.1246

9/8/2017-2

113,088 $ 2.1290

Sales by VEF III:

Date

Number
of
Shares
Sold
Sale
Price Per
Share

8/22/2017

29 $ 1.8000

8/25/2017

78 $ 1.7531

8/28/2017

92 $ 1.7503

8/31/2017

21 $ 1.7500

9/1/2017

208 $ 1.7500

9/5/2017

48 $ 1.7500

9/6/2017

510 $ 1.7532

9/8/2017-1

5,756 $ 2.1246

9/8/2017-2

1,374 $ 2.1290

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!

Page 10 of 10 – SEC Filing


SIGNATURE

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.

Dated September 11, 2017

VECTOR CAPITAL IV, L.P.

By: VECTOR CAPITAL PARTNERS IV, L.P., its general partner

By: VECTOR CAPITAL, L.L.C., its general partner

By:

/s/ David Baylor

Name: David Baylor

Title: Chief Operating Officer

VECTOR CAPITAL PARTNERS IV, L.P.

By: VECTOR CAPITAL, L.L.C., its general partner

By:

/s/ David Baylor

Name: David Baylor

Title: Chief Operating Officer

VECTOR ENTREPRENEUR FUND III, L.P.

By: VECTOR CAPITAL PARTNERS III, L.P., its general partner

By: VECTOR CAPITAL, L.L.C., its general partner

By:

/s/ David Baylor

Name: David Baylor

Title: Chief Operating Officer

VECTOR CAPITAL PARTNERS III, L.P.

By: VECTOR CAPITAL, L.L.C., its general partner

By:

/s/ David Baylor

Name: David Baylor

Title: Chief Operating Officer

VECTOR CAPITAL, L.L.C.

By:

/s/ David Baylor

Name: David Baylor

Title: Chief Operating Officer

ALEXANDER R. SLUSKY

/s/ Alexander R. Slusky

Alexander R. Slusky

Follow Egain Corp (NASDAQ:EGAN)
Trade (NASDAQ:EGAN) Now!