Mak Capital One Llc - May 24, 2024 Form 4 Insider Report for AGILYSYS INC (AGYS)

Role: Affiliate of Director
Signature: s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP
Stock symbol: AGYS
Transactions as of: May 24, 2024
Transactions value $: -$21,048,178
Form type: 4
Date filed: 5/29/2024, 05:34 PM
Previous filing: Feb 16, 2024
Next filing: Jun 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGYS	Common Stock	Sale	-$4.13M	-40K	-1.94%	$103.34	2.02M	May 24, 2024	See Footnote	F1, F2
transaction	AGYS	Common Stock	Sale	-$11.7M	-117K	-5.77%	$100.12	1.9M	May 28, 2024	See Footnote	F1, F2
transaction	AGYS	Common Stock	Sale	-$5.24M	-54.1K	-2.84%	$96.80	1.85M	May 29, 2024	See Footnote	F1, F2

* 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 January 25, 2024 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 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. 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 and Mr. Kaufman may be deemed to be a member of a "group" (within the meaning of Rule 13d-5 under the Act).

Content

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated January 25, 2024 between MAK Capital One LLC ("MAK Capital") and BTIG, LLC.

MAK Capital acts as the investment manager of MAK Capital Fund LP ("MAK Fund") and 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. 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 and Mr. Kaufman may be deemed to be a member of a "group" (within the meaning of Rule 13d-5 under the Act).

Remarks:

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