| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGYS | Common Stock | Sale | -$2.49M | -28.9K | -0.76% | $86.25 | 3.77M | Nov 28, 2023 | See footnote | F1, F2, F3 |
| transaction | AGYS | Common Stock | Sale | -$1.91M | -22.4K | -0.6% | $84.94 | 3.74M | Nov 29, 2023 | See footnote | F1, F2, F4 |
| transaction | AGYS | Common Stock | Sale | -$3.77M | -44.4K | -1.19% | $84.95 | 3.7M | Nov 30, 2023 | See footnote | F1, F2, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGYS | Series A Convertible Preferred Stock | Other | -$35M | -1.74M | -100% | $20.17 | 0 | Nov 30, 2023 | Common Stock | 1.74M | $20.17 | (5) See footnote | F2, F4 |
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).
| Id | Content |
|---|---|
| F1 | The sale 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 | 23,964 shares were sold by MAK Fund and 4,943 shares were sold by MAK CDD Fund. |
| F4 | 18,598 shares were sold by MAK Fund and 3,836 shares were sold by MAK CDD Fund. |
| F5 | 36,830 shares were sold by MAK Fund and 7,597 shares were sold by MAK CDD Fund. |
*In Table I, 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. In Table I, the amount of securities beneficially owned following the reported transaction on 11/28/23 includes the shares of common stock issued upon the mandatory conversion of the Series A Convertible Preferred Stock reported on Table II above. Of the 3,767,008 shares MAK Fund holds 3,474,444 shares and MAK CDD Fund holds 292,564 shares. In Table II, the transaction code refers to the mandatory conversion by the Issuer of its Series A Convertible Preferred Stock into an equal number of shares of Common Stock exempt under SEC Rule 16b-6(b). MAK Fund received 1,437,950 shares of Common Stock and MAK CDD Fund received 297,507 shares of Common Stock as a result of the mandatory conversion. In Table II, there was no expiration date on the Series A Convertible Preferred Stock. In Table II, Item #11, MAK Fund held 1,437,950 shares of Series A Convertible Preferred Stock and MAK CDD Fund held 297,507 shares of Series A Convertible Preferred Stock.