Sec Form 4 Filing - OHCP GENPAR LP @ EGAIN COMMUNICATIONS CORP - 2011-09-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person OHCP GENPAR LP 2. Issuer Name and Ticker or Trading Symbol EGAIN COMMUNICATIONS CORP [ EGAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 201 MAIN STREET, SUITE 2415 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2011 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/07/2011 X( 1 ) 198,546 A $ 0.95 ( 2 ) 5,256,856 I See footnote ( 3 ) Common Stock 09/07/2011 S( 1 ) 44,381 D $ 4.25 ( 2 ) 5,212,475 I See footnote ( 3 ) Common Stock 09/07/2011 X( 1 ) 5,091 A $ 0.95 ( 2 ) 134,792 I See footnote ( 4 ) Common Stock 09/07/2011 S( 1 ) 1,138 D $ 4.25 ( 2 ) 133,654 I See footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Purchase Warrants $ 0.95 09/07/2011 X 198,546 ( 5 ) 09/24/2011 Common Stock 198,546 $ 0 0 I See footnote ( 3 ) Common Stiock Purchase Warrants $ 0.95 09/07/2011 X 5,091 ( 5 ) 09/24/2011 Common Stock 5,091 $ 0 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OHCP GENPAR LP 201 MAIN STREET SUITE 2415 FORT WORTH, TX76102 X See Remarks OHCP MGP LLC 201 MAIN STREET SUITE 2415 FORT WORTH, TX76102 X See Remarks Signatures OHCP GenPAR, L.P. By: OHCP MGP, LLC, By: /s/ Kevin G. Levy, Vice President 09/09/2011 Signature of Reporting Person Date OHCP MGP, LLC, By: /s/ Kevin G. Levy, Vice President 09/09/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 7, 2011, Oak Hill Capital Partners, L.P. ("OHCP") and Oak Hill Capital Management Partners, L.P. ("OHCMP") exercised warrants to purchase 198,546 shares and 5,091 shares, respectively, of Common Stock for $0.95 per share. OHCP and OHCMP paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 44,381 shares and 1,138 shares, respectively, to pay the exercise price and issuing to OHCP and OHCMP the remaining 154,165 shares and 3,953 shares, respectively. ( 2 )The price reflects the fair market value of the Common Stock on September 7, 2011. ( 3 )These shares are owned by OHCP, which is not a Reporting Person. These shares owned by OHCP may be deemed to be indirectly beneficially owned by the Reporting Persons. ( 4 )These shares are owned by OHCMP, which is not a Reporting Person. These shares owned by OHCMP may be deemed to be indirectly beneficially owned by the Reporting Persons. ( 5 )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 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. (++) OHCP MGP, LLC ("OHCP MGP") is the general partner of OHCP GenPar, L.P. ("OHCP Genpar"), which is the general partner of OHCP and OHCMP, beneficial owner of the securites reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of OHCP MGP and OHCP GenPar may be deemed to be the beneficial owner of the securites beneficially owned by OHCP and OHCMP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP and OHCMP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OCHP MGP or OHCP GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCP and OHCMP in excess of such amount.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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