Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
EGAIN Corp (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
28225C806 (CUSIP Number) |
MR. DAVID L. KANEN KANEN WEALTH MANAGEMENT, LLC, 6810 Lyons Technology Circle, Suite 160 Coconut Creek, FL, 33073 631-863-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (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 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).
SCHEDULE 13D
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| CUSIP No. | 28225C806 |
| 1 |
Name of reporting person
Philotimo Fund, LP | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,984.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 28225C806 |
| 1 |
Name of reporting person
Philotimo Focused Growth & Income Fund | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
625,868.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 28225C806 |
| 1 |
Name of reporting person
Kanen Wealth Management LLC | ||||||||
| 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, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,667,571.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 28225C806 |
| 1 |
Name of reporting person
Kanen David | ||||||||
| 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, PF, OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,682,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
EGAIN Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
1252 Borregas Avenue, Sunnyvale,
CALIFORNIA
, 94089. | |
Item 1 Comment:
Explanatory Note: The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM on behalf of the Managed Accounts were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 849,984 Shares beneficially owned by Philotimo is approximately $6,094,385, including brokerage commissions. The aggregate purchase price of the 625,868 Shares beneficially owned by PHLOX is approximately $4,893,654 including brokerage commissions. The aggregate purchase price of the 191,719 Shares held in the Managed Accounts is approximately $1,529,261, including brokerage commissions. The aggregate purchase price of the 14,439 Shares beneficially owned by Mr. Kanen is approximately $127,085, including brokerage commissions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 26,867,067 Shares outstanding as of September 5, 2025 as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on September 12, 2025. A. Philotimo As of the close of business on November 5, 2025, Philotimo beneficially owned 849,984 Shares. Percentage: Approximately 3.2% B. PHLOX As of the close of business on November 5, 2025, PHLOX beneficially owned 625,868 Shares. Percentage: Approximately 2.3% C. KWM As of the close of business on November 5, 2025, KWM beneficially owned 1,667,571 Shares, consisting of (a) the 849,984 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (b) the 625,868 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (c) the 191,719 Shares held in the Managed Accounts, which KWM may be deemed to beneficially own as the investment manager of the Managed Accounts. Percentage: Approximately 6.2% D. Mr. Kanen As of the close of business on November 5, 2025, Mr. Kanen beneficially owned 1,667,571 Shares, consisting of (a) the 14,439 Shares owned directly by Mr. Kanen, (b) the 849,984 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, (c) the 625,868 Shares owned directly by PHLOX, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, and (d) the 191,719 Shares held in the Managed Accounts, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM. Percentage: Approximately 6.3%. Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 1,682,010 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 6.3% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows: A. Philotimo 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 849,984 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 849,984 B. PHLOX 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 625,868 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 625,868 C. KWM 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,667,571 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,667,571 D. Mr. Kanen 1. Sole power to vote or direct vote: 14,439 2. Shared power to vote or direct vote: 1,667,571 3. Sole power to dispose or direct the disposition: 14,439 4. Shared power to dispose or direct the disposition: 1,667,571 | |
| (c) | Item 5(c) is hereby amended and restated to read as follows: A. Philotimo The transactions in the Shares by Philotimo during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All such transactions were effected in the open market. B. PHLOX The transactions in the Shares by PHLOX during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All such transactions were effected in the open market. C. KWM The transactions in the Shares by KWM during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All such transactions were effected in the open market. D. Mr. Kanen The transactions in the Shares by Mr. Kanen during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All such transactions were effected in the open market. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities | ||
| 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.
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