Michael A. Kaufman - May 24, 2023 Form 4 Insider Report for AGILYSYS INC (AGYS)

Role: Director, 10%+ Owner
Signature: /s/ Kyle C. Badger, Attorney-in-Fact
Stock symbol: AGYS
Transactions as of: May 24, 2023
Transactions value $: $99,948
Form type: 4
Date filed: 5/26/2023, 09:22 PM
Previous filing: Jul 28, 2022
Next filing: Jul 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGYS	Common Stock	Award	$99.9K	+1.44K	+17.62%	$69.65	9.58K	May 24, 2023	Direct	F1
holding	AGYS	Common Stock						4.13M	May 24, 2023	See footnote	F2

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

Explanation of Responses:

Id	Content
F1	Restricted shares granted under the Agilysys, Inc. 2020 Equity Incentive Plan. The shares vest on March 31, 2024.
F2	As reported on a Schedule 13D/A dated June 3, 2022 Mr. Kaufman indirectly beneficially owns 4,133,991 shares as follows: (a) MAK Capital One L.L.C. ("MAK Capital") beneficially owns 3,952,064 shares of Common Stock including (i) 2,060,458 shares of Common Stock and 1,437,950 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Fund LP ("MAK Fund"), (ii) 297,507 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund") and (b) 181,927 shares of Common Stock held by MAK GP LLC. Mr. Kaufman shares indirect beneficial ownership in such shares by virtue of being the managing member of MAK GP LLC and MAK Capital which is the investment manager of MAK Fund and MAK CDD Fund. Mr. Kaufman disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

Content

Restricted shares granted under the Agilysys, Inc. 2020 Equity Incentive Plan. The shares vest on March 31, 2024.

As reported on a Schedule 13D/A dated June 3, 2022 Mr. Kaufman indirectly beneficially owns 4,133,991 shares as follows: (a) MAK Capital One L.L.C. ("MAK Capital") beneficially owns 3,952,064 shares of Common Stock including (i) 2,060,458 shares of Common Stock and 1,437,950 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Fund LP ("MAK Fund"), (ii) 297,507 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund") and (b) 181,927 shares of Common Stock held by MAK GP LLC. Mr. Kaufman shares indirect beneficial ownership in such shares by virtue of being the managing member of MAK GP LLC and MAK Capital which is the investment manager of MAK Fund and MAK CDD Fund. Mr. Kaufman disclaims such beneficial ownership except to the extent of its pecuniary interest therein.