AGILYSYS INC — Director's Dealing 2023

Dec 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2023-12-06

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)
Reporting Person: Kaufman Michael A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-06	Common Stock	S	33457	$86.5657	Disposed	3903396	Indirect
2023-12-07	Common Stock	S	28473	$84.2350	Disposed	3874923	Indirect
2023-12-08	Common Stock	S	11173	$83.825	Disposed	3863750	Indirect

Footnotes

F1: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated August 1, 2023 between MAK Capital One LLC ("MAK Capital") and BTIG, LLC.

F2: MAK Capital acts as the investment manager of MAK Capital Fund LP ("MAK Fund") and MAK Capital Distressed Debt Fund I LP ("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 Common 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.

F3: 23,888 shares were sold for MAK Fund and 9,569 shares were sold for MAK CDD.

F4: 20,329 shares were sold for MAK Fund and 8,144 shares were sold for MAK CDD.

F5: 7,977 shares were sold for MAK Fund and 3,196 shares were sold for MAK CDD.