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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Purchase Warrants | $ 0.95 | 09/07/2011 | X | 103,384 | (3) | 09/24/2011 | Common Stock | 103,384 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FW INVESTORS V LP 201 MAIN STREET SUITE 2300 FORT WORTH, TX 76102 |
See Remark + | |||
FW MANAGEMENT II LLC 201 MAIN STREET SUITE 3100 FORT WORTH, TX 76102 |
See Remark ++ | |||
CRANDALL J TAYLOR 201 MAIN STREET SUITE 3100 FORT WORTH, TX 76102 |
See Remark ++ |
FW INVESTORS V, L.P. By: FW Management II, LLC, general partner, By: /s/ Kevin G. Levy, Vice President | 09/09/2011 | |
**Signature of Reporting Person | Date | |
FW MANAGEMENT II, LLC, By: /s/ Kevin G. Levy, Vice President | 09/09/2011 | |
**Signature of Reporting Person | Date | |
/s/ Kevin G. Levy, Attorney-in-Fact for J. Taylor Crandall | 09/09/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | The price reflects the fair market value of the Common Stock on September 7, 2011. |
(3) | This warrant is immediately exercisable. |
Remarks: (+) The Reporting Persons may be deemed to be a member of a Section 13(d) "group" that owns more than 10% of the outstanding common stock of eGain Communications Corporation (the "Issuer"). However, the Reporting Persons disclaim such group membership and this report shall not be deemed an admission that any Reporting Person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock for purposes of Section 16 or for any other purpose. (++) J. Taylor Crandall ("Crandall") is the sole member of FW Management II, LLC ("FW Management"), which is the sole general partner of FW Investors, which is the direct beneficial owner of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Crandall and FW Management may be deemed to be the beneficial owner of the securities beneficially owned by FW Investors only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of FW Investors. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Crandall or FW Management is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by FW Investors in excess of such amount. |