Mak Capital One Llc - Feb 14, 2024 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: Feb 14, 2024
Transactions value $: -$71,665,738
Form type: 4
Date filed: 2/16/2024, 07:41 PM
Previous filing: Jan 23, 2024
Next filing: May 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGYS	Common Stock	Sale	-$71.7M	-868K	-29.63%	$82.59	2.06M	Feb 14, 2024	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale transaction reported on this Form 4 is effected pursuant to an Underwriting Agreement dated February 14, 2024 between MAK Capital One LLC ("MAK Capital"), MAK Capital Fund LP ("MAK Fund"), MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund"), Agilysys, Inc., and BTIG, LLC, pursuant to which a total of 867,729 shares of common stock, without par value, of Agilysys, Inc. are being sold by MAK Fund and MAK CDD Fund (718,605 shares are being sold by MAK Fund and 149,124 shares are being sold by MAK CDD) to BTIG, LLC. The closing date for the sale transaction is February 20, 2024.
F2	MAK Capital acts as the investment manager of MAK Fund and MAK CDD Fund. Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. Each of MAK Capital and 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.

Content

The sale transaction reported on this Form 4 is effected pursuant to an Underwriting Agreement dated February 14, 2024 between MAK Capital One LLC ("MAK Capital"), MAK Capital Fund LP ("MAK Fund"), MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund"), Agilysys, Inc., and BTIG, LLC, pursuant to which a total of 867,729 shares of common stock, without par value, of Agilysys, Inc. are being sold by MAK Fund and MAK CDD Fund (718,605 shares are being sold by MAK Fund and 149,124 shares are being sold by MAK CDD) to BTIG, LLC. The closing date for the sale transaction is February 20, 2024.

MAK Capital acts as the investment manager of MAK Fund and MAK CDD Fund. Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. Each of MAK Capital and 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.