MAK CAPITAL ONE LLC - 03 Dec 2024 Form 4 Insider Report for AGILYSYS INC (AGYS)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
17 Dec 2024, 18:20:20 UTC
Prior SEC filing
06 Sep 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP

Key filing fact

MAK CAPITAL ONE LLC filed Form 4 for AGILYSYS INC (AGYS) on 17 Dec 2024.

Key facts

  • This page summarizes MAK CAPITAL ONE LLC's Form 4 filing for AGILYSYS INC (AGYS).
  • 2 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 17 Dec 2024, 18:20.

Change

  • Previous filing in this sequence was filed on 06 Sep 2024.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AGYS transaction Derivative

Call option (obligation to sell)

Sale

Transaction value
Shares
-327,600
Change %
-50%
Price
Shares after
327,600
Date
03 Dec 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
327,600
Exercise price
$144.22
Footnotes
F1, F2, F3, F4
AGYS transaction Derivative

Put option (right to sell)

Purchase

Transaction value
Shares
+327,600
Change %
Price
Shares after
327,600
Date
03 Dec 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
327,600
Exercise price
$119.30
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

On December 3, 2024, MAK Capital Fund LP ("MAK Fund"), an affiliate of MAK Capital One LLC ("MAK Capital"), entered into a "zero-cost collar" arrangement (the "Contract") with an unaffiliated broker-dealer on the common stock, without par value, (the "Shares") of Agilysys, Inc. (the "Issuer"). Pursuant to the Contract, which included an initial hedge period that ended on December 15, 2024, MAK Fund wrote European call options and purchased European put options on 327,600 Shares. Only one of such options can be in-the-money on the applicable expiration date(s). On such dates, the Contract is expected to be physically settled by delivery of the Shares unless MAK Fund elects to pay cash to settle its obligations, if any, under the Contract.

Footnote F2

The Contract will expire in 16 equal increments in respect of 20,475 Shares each over a series of expiration dates expected to commence on March 3, 2026.

Footnote F3

On the final expiration date: (i) the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Shares on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; (ii) the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and (iii) the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price; provided that the applicable option buyer may elect to exercise the applicable options on the relevant expiration date regardless of whether or not the applicable options are in-the-money.

Footnote F4

MAK Capital acts as the investment manager of MAK Fund and Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. Each of MAK Capital and Mr. Kaufman disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.

SEC remarks

* 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 sold by the broker-dealer at each separate price. Mr. Kaufman has been deputized to represent MAK Fund and MAK Capital on the board of directors of the Issuer. By virtue of Mr. Kaufman's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of MAK Fund and MAK Capital may be deemed directors by deputization of the Issuer.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .