4 1 form4-fwinvestorsv.txt STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response ....... 0.5 ------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 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(f) of the Investment Company Act of 1940 [_] Check this box if no longer subject of Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print of Type responses) ================================================================================ 1. Name and Address of Reporting Person* FW Investors V, L.P. -------------------------------------------------------------------------------- (Last) (First) (Middle) 201 Main Street, Suite 3100 -------------------------------------------------------------------------------- (Street) Fort Worth TX 76102 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol eGain Communications Corporation ("EGAN") ================================================================================ 3. IRS or Social Security Number of Reporting Person (Voluntary) ================================================================================ 4. Statement for Month/Year August 2001 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [_] 10% Owner [_] Officer (give title below) [X] Other (specify below) See Footnote (1) below ================================================================================ 7. Individual or Joint/Group Filing (Check applicable line) [_] Form filed by one Reporting Person [X] Form filed by more than one Reporting Person ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED ================================================================================

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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. (Over) SEC 1474 (3-99) FORM 4 (continued) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) ================================================================================

Explanation of Responses: SEE CONTINUATION SHEET FW INVESTORS V, L.P. By: FW Management II, LLC, general partner By: /s/ Kevin G. Levy September 10, 2001 ---------------------------------------- ------------------------- **Signature of Reporting Person Date Kevin G. Levy, Vice President **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Page 2) CONTINUATION SHEET TO FORM 4 -------------------------------------------------------------------------------- Name and Address of Reporting Person: FW Investors V, L.P. 201 Main Street, Suite 3100 Fort Worth, Texas 76102 Issuer Name and Ticker or Trading Symbol: eGain Communications Corporation (EGAN) Date of Event Requiring Statement: August 8, 2001 -------------------------------------------------------------------------------- Other Reporting Persons: Signatures of Reporting Persons: FW Management II, LLC (4) FW MANAGEMENT II, LLC 201 Main Street, Suite 3100 Fort Worth, Texas 76102 By: /s/ Kevin G. Levy -------------------------------- Kevin G. Levy, Vice President J. Taylor Crandall (4) 201 Main Street, Suite 3100 Fort Worth, Texas 76102 By: /s/ J. Taylor Crandall -------------------------------- J. Taylor Crandall -------------------------------------------------------------------------------- Explanation of Responses: (1) The Reporting Persons may be deemed to be a member of a Section 13(d) "group" that owns more than 10% of the Issuer's outstanding Common Stock. 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. (2) On August 8, 2001, in accordance with the Certificate of Designations of the Series A Preferred Stock, the conversion price of the Series A Preferred Stock was adjusted to $5.6875. As a result of this price reset, the Reporting Persons were deemed to beneficially own additional shares of Common Stock of the Issuer. (3) The Series A Stock is convertible into shares of the Issuer's Common Stock on the basis of its stated value divided by its conversion price. (4) J. Taylor Crandall ("Crandall") is the sole member of FW Management II, LLC ("FW Management"), which is the sole general partner of FW Investors V, L.P. ("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.

FW INVESTORS V LP 4