Mak Capital One Llc - Dec 11, 2023 Form 4 Insider Report for AGILYSYS INC (AGYS)

Role
10%+ Owner
Signature
s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP and MAK Capital Distressed Debt Fund I, LP
Stock symbol
AGYS
Transactions as of
Dec 11, 2023
Transactions value $
-$6,281,125
Form type
4
Date filed
12/13/2023, 05:36 PM
Previous filing
Dec 15, 2023
Next filing
Dec 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGYS Common Stock Sale -$1.17M -14.2K -0.4% $82.45 3.51M Dec 11, 2023 See Footnote F1, F2, F3
transaction AGYS Common Stock Sale -$2.21M -27.4K -0.78% $80.46 3.48M Dec 12, 2023 See Footnote F1, F2, F4
transaction AGYS Common Stock Sale -$2.9M -35.8K -1.03% $81.13 3.45M Dec 13, 2023 See Footnote F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated August 1, 2023 between MAK Capital One LLC ("MAK Capital") and BTIG, LLC.
F2 MAK Capital acts as the investment manager of MAK Capital Fund LP ("MAK Fund") and MAK Capital Distressed Debt Fund I LP ("MAK CDD Fund). Michael A. Kaufman is the managing member of MAK Capital. Each of MAK Capital and Michael A. Kaufman ("Mr. Kaufman") may be deemed to indirectly beneficially own the shares of Common Stock held by MAK Fund and MAK CDD Fund. Each of MAK Capital and Mr. Kaufman disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. Each of MAK Capital, MAK Fund, MAK CDD Fund and Mr. Kaufman may be deemed to be a member of a "group" (within the meaning of Rule 13d-5 under the Act) whose members in the aggregate beneficially own more than 10% of the outstanding shares of Common Stock.
F3 11,781 shares were sold for MAK Fund and 2,431 shares were sold for MAK CDD.
F4 22,724 shares were sold for MAK Fund and 4,688 shares were sold for MAK CDD.
F5 29,673 shares were sold for MAK Fund and 6,121 shares were sold for MAK CDD.

Remarks:

*The reported price is a weighted average price. The Reporting Persons undertake to provide to the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.