AGILYSYS INC — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2020-05-22

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 Capital Distressed Debt Fund I, LP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-22	Series A Convertible Preferred Stock	$20.1676	P	1437950	Acquired		Common Stock (1437950)	Indirect
2020-05-22	Series A Convertible Preferred Stock	$20.1676	P	297507	Acquired		Common Stock (297507)	Indirect

Footnotes

F1: MAK Capital Fund LP ("MAK Fund") acquired 1,437,950 shares of Series A Serial Preferred Stock, without par value (the "Convertible Preferred Stock") pursuant to the Investment Agreement dated May 11, 2020 ("Investment Agreement") between Issuer and MAK Capital One LLC ("MAK Capital").

F2: MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund") acquired 297,507 shares of Convertible Preferred Stock pursuant to the Investment Agreement.

F3: The Convertible Preferred Stock is convertible into a share of common stock, without par value ("Common Stock"), at any time on a one-for-one basis, subject to anti-dilution adjustment and certain approvals, if required, and has no expiration date.

F4: MAK Capital acts as the investment manager of MAK Fund and MAK CDD Fund. Michael A. Kaufman is the managing member of MAK Capital. Each of MAK Capital and Michael A. Kaufman ("Mr. Kaufman") may be deemed to indirectly beneficially own the shares of Convertible Preferred Stock and the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock held by MAK Fund and MAK CDD 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, MAK CDD Fund and Mr. Kaufman 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 Common Stock.