AGILYSYS INC — Director's Dealing 2019

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2019-02-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-14	Common Stock	J	1659763	$17.70	Disposed	1765210	Indirect
2019-02-14	Common Stock	J	1216128	$17.70	Disposed	643547	Indirect
2019-02-14	Common Stock	J	159845	$17.70	Disposed	1605365	Indirect
2019-02-14	Common Stock	J	129707	$17.70	Disposed	513840	Indirect
2019-02-14	Common Stock	J	171029	$17.70	Acquired	171029	Indirect
2019-02-14	Common Stock	J	118523	$17.70	Acquired	118523	Indirect

Footnotes

F1: These shares of Common Stock of Agilysys, Inc. ("Common Stock") were transferred (the "MAK Fund Transfer") by MAK Capital Fund ("MAK Fund") to Bermuda One Fund LLC ("Bermuda One") of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC, and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK Fund.

F2: These shares of Common Stock were transferred by MAK-ro Capital Master Fund LP (the "MAK-ro Fund Transfer") to Bermuda One of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC, and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK-ro Fund.

F3: In connection with the MAK Fund Transfer, 92,413 shares of Common Stock and 67,432 shares of Common Stock were transferred to MAK GP LLC ("MAK GP") and MAK Capital One, LLC ("MAK Capital One"), respectively. The shares transferred to MAK GP and MAK Capital One represents the incentive fees and the management fees earned on the holdings of Common Stock earned through January 31, 2019, respectively.

F4: In connection with the MAK-ro Fund Transfer, 78,616 shares of Common Stock and 51,091 shares of Common Stock were transferred to MAK GP and MAK Capital One, LLC, respectively. The shares transferred to MAK GP and MAK Capital One represents the incentive fees and the management fees earned on the holdings of Common Stock through January 31, 2019, respectively.

F5: Reflects the shares of Common Stock received by MAK GP for incentive fees. Except as noted in footnote (5) and (6), none of the Reporting Persons received any payments in connection with the MAK Fund Transfer or the MAK-ro Fund Transfer.

F6: Reflects the shares of Common Stock received by MAK Capital One for management fees. Except as noted in footnote (5) and (6), none of the Reporting Persons received any payments in connection with the MAK Fund Transfer or the MAK-ro Fund Transfer.

F7: The MAK Fund Transfer and the MAK-ro Fund Transfer were priced at the close of business on January 31, 2019 and completed on February 14, 2019.

F8: MAK Capital One and MAK GP acts as the investment manager and general partner, respectively, of MAK Fund and the MAK-ro Fund. Michael A. Kaufman is the managing member of MAK Capital One and MAK GP. Michael A. Kaufman may be deemed to indirectly beneficially own the shares of common stock held by MAK Fund, MAK-ro Fund, MAK Capital One and MAK GP however he disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. Each of MAK Capital One LLC, MAK Capital Fund LP, MAK-ro Capital Master Fund L.P. and MAK GP LLC 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 the Issuer's Common Stock.