AGILYSYS INC — Director's Dealing 2013

Nov 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2013-11-13

Reporting Person: MAK CAPITAL ONE LLC (10% Owner)
Reporting Person: MAK Capital Fund LP (10% Owner)
Reporting Person: Kaufman Michael A (10% Owner)
Reporting Person: Cueva R. Andrew (Director, 10% Owner)
Reporting Person: MAK-ro Capital Master Fund LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	S	371935	$11.70	Disposed	4912713	Direct
2013-11-13	Common Stock	P	371935	$11.70	Acquired	5284648	Direct
2013-11-14	Common Stock	S	371935	$11.59	Disposed	4912713	Direct
2013-11-14	Common Stock	P	371935	$11.59	Acquired	5284648	Direct
2013-11-15	Common Stock	S	371935	$11.58	Disposed	4912713	Direct
2013-11-15	Common Stock	P	371935	$11.58	Acquired	5284648	Direct

Footnotes

F1: Reflects a sale of shares of common stock of Agilysys, Inc. (the "Shares") by MAK Capital Fund LP ("MAK Capital Fund") to MAK-ro Capital Master Fund LP ("MAK-ro Capital").

F2: Reflects a purchase of Shares by MAK-ro Capital from MAK Capital Fund.

F3: MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Capital Fund, MAK-ro Capital and Paloma International L.P. ("Paloma") with respect to the Shares. Paloma, through its subsidiary, Sunrise Partners Limited Partnership, owns 1,772,286 Shares, which Shares are not included in this report. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Capital Fund and MAK-ro Capital. S. Donald Sussman is the controlling person of Paloma.

F4: MAK Capital One and Mr. Kaufman may each be deemed to indirectly beneficially own the Shares held by MAK Capital Fund, MAK-ro Capital and Paloma. For purposes of this Form 4, MAK Capital One and Mr. Kaufman each disclaims ownership of the Shares owned by MAK Capital Fund, MAK-ro Capital and Paloma, except to the extent of their pecuniary interest therein. R. Andrew Cueva, a director of the Company and a managing director of MAK Capital One, may be deemed to share beneficial ownership of the Shares held by MAK Capital Fund and MAK-ro Capital. Mr. Cueva disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.