UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)*

eGain Corporation

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

282225C103

(CUSIP Number)

John C. Kennedy

Paul, Weiss, Rifkind, Wharton & Garrison LLP

New York, NY 10019

(212) 373-3025

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 5, 2016

(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 ¨.

 

*  The remainder of this cover page shall be filled out for a reporting person’s 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.

 

All ownership percentages set forth herein are based on there being 27,090,861 shares of Common Stock outstanding.

 

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 (the “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).

 

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(1)	Solely in his capacity as the manager of FW Investment Genpar MGP, LLC with respect to 346,713 shares of Common Stock.

(2)	Solely in his capacity as a trustee of Live Oak Trust with respect to 871,734 shares of Common Stock.  Robert M. Bass and Anne T. Bass are co-trustees of Live Oak Trust.

 

 

(3)	Solely in her capacity as a trustee of Live Oak Trust.  See footnote (2) on the page relating to Robert M. Bass.

 

 

 

 

 

(5)	Solely in its capacity as the general partner of FW Private Investments, L.P.

(6)	Solely in its capacity as the general partner of FW Investment Genpar, L.P.

(7)	Solely in its capacity as the general partner of Capital Partnership, L.P.

 

(8)	Solely in its capacity as the sole member of Capital GenPar, L.L.C.

 

 

 

 

 

(9)	(i) Solely in his capacity as trustee of The J. Taylor Crandall Revocable Trust with respect to 57,714 shares of Common Stock and (ii) solely in his capacity as the sole member of Group VI 31, L.L.C. with respect to 537,576 shares of Common Stock.

 

 

 

Item 1.    Security and Issuer.

 

No material change.

 

Item 2.    Identity and Background.

 

 

Item 3.    Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

Item 4.    Purpose of Transaction.

 

No material change.

 

Item 5.    Interest in Securities of the Issuer.

 

(a)    Item 5(a) is hereby amended and replaced by the following:

 

As of May 10, 2016, (i) Live Oak beneficially owns 871,734 shares of Common Stock or 3.2% of the issued and outstanding shares of the Common Stock; (ii) Mr. Bass, because of his positions as a trustee of Live Oak and the manager of FWI MGP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,218,407 shares of Common Stock or 4.5% of the issued and outstanding shares of Common Stock; (iii) Mrs. Bass, because of her position as a trustee of Live Oak may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 871,734 shares of Common Stock or 3.2% of the issued and outstanding shares of Common Stock; (iv) Keystone Group beneficially owns 8,804 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (v)  Keystone MGP, because of its position as general partner of Keystone Group, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 8,804 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (vi) Stratton R. Heath III beneficially owns 320 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (vii) FWP Investments beneficially owns 346,713 shares of Common Stock or 1.3% of the issued and outstanding shares of Common Stock; (viii) FWI Genpar, because of its position as general partner of FWP Investments, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 346,713 shares of

 

 

 

 

 

Common Stock or 1.3% of the issued and outstanding shares; (ix) FWI MGP, because of its position as general partner of FWI Genpar, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 346,713 shares of Common Stock or 1.3% of the issued and outstanding shares; (x) Capital Partnership beneficially owns 537,576 shares of Common Stock or 2.0% of the issued and outstanding shares of Common Stock; (xi) Capital GenPar, because of its position as general partner of Capital Partnership, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 537,576 shares of Common Stock or 2.0% of the issued and outstanding shares; (xii) Group III 31 beneficially owns none of the Common Stock; (xiii) Group VI 31, because of its position as sole member of Capital GenPar, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 537,576 shares of Common Stock or 2.0% of the issued and outstanding shares; and (xiv) Mr. Crandall, because of his positions as sole member of Group VI 31 and trustee of the J. Taylor Crandall Revocable Trust, may, pursuant to Rule 13(d)(3) of the Act, be deemed to beneficially own 595,290 shares of Common Stock or 2.2% of the issued and outstanding shares of Common Stock.

 

(b)           No material change.

 

(c)           No material change.

 

(d)           No material change.

 

(e)           Not applicable.

 

 

Not applicable.

 

Item 7.    Material to be Filed as Exhibits.

 

No material change.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  May 10, 2016

 

Attention.  Intentional  misstatements  or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

 

 

 

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