AGILYSYS INC — Director's Dealing 2024

Feb 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2024-02-14

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
2024-02-14	Common Stock	S	867729	$82.59	Disposed	2060458	Indirect

Footnotes

F1: The sale transaction reported on this Form 4 is effected pursuant to an Underwriting Agreement dated February 14, 2024 between MAK Capital One LLC ("MAK Capital"), MAK Capital Fund LP ("MAK Fund"), MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund"), Agilysys, Inc., and BTIG, LLC, pursuant to which a total of 867,729 shares of common stock, without par value, of Agilysys, Inc. are being sold by MAK Fund and MAK CDD Fund (718,605 shares are being sold by MAK Fund and 149,124 shares are being sold by MAK CDD) to BTIG, LLC. The closing date for the sale transaction is February 20, 2024.

F2: MAK Capital acts as the investment manager of MAK Fund and MAK CDD Fund. Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. Each of MAK Capital and 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.