Sec Form 3 Filing - FW PRIVATE INVESTMENTS, L.P. @ EGAIN Corp - 2013-05-09

FORM 3 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 FW PRIVATE INVESTMENTS, L.P. 2. Issuer Name and Ticker or Trading Symbol EGAIN Corp [ EGAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 201 MAIN STREET, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2013 (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 346,713 D ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FW PRIVATE INVESTMENTS, L.P. 201 MAIN STREET SUITE 2300 FORT WORTH, TX76102 See Remarks FW INVESTMENT GENPAR, L.P. 201 MAIN STREET SUITE 2300 FORT WORTH, TX76102 See Remarks FW INVESTMENT GENPAR MGP, LLC 201 MAIN STREET SUITE 2300 FORT WORTH, TX76102 See Remarks Signatures FW PRIVATE INVESTMENTS, L.P.,By: FW INVESTMENT GENPAR, L.P., its general partner, By: FW INVESTMENT GENPAR MGP,LLC, its general partner,By: /s/ Kevin G. Levy, Vice President 05/20/2013 Signature of Reporting Person Date FW INVESTMENT GENPAR, L.P., By: FW INVESTMENT GENPAR MGP, LLC, its general partner, By: /s/ Kevin G. Levy, Vice President 05/20/2013 Signature of Reporting Person Date FW INVESTMENT GENPAR MGP, LLC, By: /s/ Kevin G. Levy, Vice President 05/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )FW Private Investments, L.P. ("FWPI") is the direct beneficial owner of the shares of the Issuer's Common Stock reported in this line. FW Investment Genpar, L.P. ("FWI Genpar") does not have a direct beneficial interest in the Issuer's Common Stock and is reporting solely in its capacity as the general partner of FWPI. FW Investment Genpar MGP, LLC does not have a direct beneficial interest in the Issuer's Common Stock and is reporting solely in its capacity as the general partner of FWI Genpar.

Remarks: The Reporting Persons beneficially own less than 10% of the outstanding securities of the Issuer, but, pursuant to Rule 16a-1 under the Act, they may be deemed to be more than 10% beneficial owners of such securities because they may be deemed to be a member of a "group" that owns in excess of 10% of such outstanding securities pursuant to Section 13(d)(3) under the Act. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities of the Issuer owned by any other person.

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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