AGILYSYS INC — Major Shareholding Notification 2019

Feb 15, 2019

SC 13G 1 agilysys_13g.htm SCHEDULE 13G Field: Rule-Page

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

AGILYSYS, INC.

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(Name of Issuer)

Common Stock, without par value

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(Title of Class of Securities)

00847J105

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(CUSIP Number)

February 14, 2019

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 00847J105 — 1. | Names
of Reporting Persons Bermuda One Fund LLC | | |
| --- | --- | --- | --- |
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) | | |
| | (a) | x | |
| | (b) | o | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization Bermuda | | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole
Voting Power |
| | | 6. | Shared
Voting Power 2,875,891 |
| | | 7. | Sole
Dispositive Power |
| | | 8. | Shared
Dispositive Power 2,875,891 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,875,891 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | |
| 11. | Percent
of Class Represented by Amount in Row (9) 12.2% * | | |
| 12. | Type
of Reporting Person (See Instructions) PN | | |

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• Based on 23,535,117 shares outstanding as of January 25, 2019 as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending December 31, 2018, as filed with the Securities and Exchange Commission on January 30, 2019.

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| CUSIP
No. 00847J105 — 1. | Names
of Reporting Persons VP Bermuda LLC | | |
| --- | --- | --- | --- |
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) | | |
| | (a) | x | |
| | (b) | o | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization Delaware | | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole
Voting Power |
| | | 6. | Shared
Voting Power 2,875,891 |
| | | 7. | Sole
Dispositive Power |
| | | 8. | Shared
Dispositive Power 2,875,891 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,875,891 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | |
| 11. | Percent
of Class Represented by Amount in Row (9) 12.2% * | | |
| 12. | Type
of Reporting Person (See Instructions) PN | | |

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• Based on 23,535,117 shares outstanding as of January 25, 2019 as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending December 31, 2018, as filed with the Securities and Exchange Commission on January 30, 2019.

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| CUSIP
No. 00847J105 — 1. | Names
of Reporting Persons Scott D. Vogel | | |
| --- | --- | --- | --- |
| 2. | Check the Appropriate
Box if a Member of a Group (See Instructions) | | |
| | (a) | x | |
| | (b) | o | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization United States | | |
| Number
of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole
Voting Power |
| | | 6. | Shared
Voting Power 2,875,891 |
| | | 7. | Sole
Dispositive Power |
| | | 8. | Shared
Dispositive Power 2,875,891 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,875,891 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | |
| 11. | Percent
of Class Represented by Amount in Row (9) 12.2% * | | |
| 12. | Type
of Reporting Person (See Instructions) IN | | |

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• Based on 23,535,117 shares outstanding as of January 25, 2019 as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending December 31, 2018, as filed with the Securities and Exchange Commission on January 30, 2019.

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| Item 1. | (a) | Name
of Issuer Agilysys, Inc. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 1000 Windward Concourse, Suite 250, Alpharetta, Georgia 30005 | |
| Item 2. | | | |
| | (a) | Name of Person Filing The names of the persons filing this statement on Schedule 13G are: i. Bermuda
One Fund LLC (“Bermuda Fund”) ii. VP
Bermuda LLC (“VP Bermuda”); iii. Scott
D. Vogel (“Mr. Vogel” and collectively with VP Bermuda and Bermuda Fund (the “Reporting Persons”)). | |
| | (b) | Address
of Principal Business Office or, if none, Residence The principal business address
of (i) Bermuda Fund is c/o MQ Services Ltd., Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda and
(ii) VP Bermuda and Mr. Vogel is c/o McCarter & English, LLP, 825 Eighth Avenue, 31st Flr., New York, NY 10019. | |
| | (c) | Citizenship Bermuda Fund is a
Bermuda limited liability company. VP Bermuda is a Delaware limited liability company. Mr. Vogel is a United States citizen. | |
| | (d) | Title
of Class of Securities Common Stock, without par value | |
| | (e) | CUSIP
Number 00847J105 | |
| Item
3. | If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | o | A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| | (k) | o | Group, in accordance
with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____ |

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 2,875,891
	(b)	Percent of class: 12.2% Based on 23,535,117 shares
outstanding as of January 25, 2019 as reported on Agilysys’ Quarterly Report on Form 10-Q for the quarter ending
December 31, 2018, as filed with the Securities and Exchange Commission on January 30, 2019.
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or
to direct the vote Not applicable.
		(ii)	Shared power to vote
or to direct the vote Bermuda Fund, VP Bermuda and Mr. Vogel have shared power to vote or direct the vote of the 2,875,891 shares owned by the
Bermuda Fund.
		(iii)	Sole power to dispose
or to direct the disposition of Not applicable.
		(iv)	Shared power to dispose
or to direct the disposition of Bermuda Fund, VP Bermuda and Mr. Vogel have shared power to dispose or direct the disposition of the 2,875,891 shares
owned by the Bermuda Fund.
Item 5.	Ownership
of Five Percent or Less of a Class
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following o .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
	Not applicable.
Item
7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
	Not applicable.
Item 8.	Identification
and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of
Dissolution of Group
	Not applicable.

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| Item 10. |
| --- |
| By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019

| BERMUDA
ONE FUND LLC | |
| --- | --- |
| By: VP Bermuda LLC, Managing Member | |
| By: | /s/ Scott D. Vogel |
| | Scott D. Vogel, Managing Member |
| VP
BERMUDA LLC | |
| By: | /s/
Scott D. Vogel |
| | Scott D.
Vogel Managing Member |
| By: | /s/
Scott D. Vogel |
| | SCOTT D.
VOGEL |

Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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