SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bermuda One Fund LLC

(Last) (First) (Middle)
C/O MQ SERVICES LTD.
VICTORIA PLACE, 31 VICTORIA STREET

(Street)
HAMILTON D0 HM 10

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/28/2019 S(1) 55,200 D $21.48(2) 2,380,000 I See Footnote(5)
Common Stock 07/01/2019 S(1) 13,800 D $21.18(3) 2,366,200 I See Footnote(5)
Common Stock 07/02/2019 S(1) 5,200 D $22.22(4) 2,361,000 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Bermuda One Fund LLC

(Last) (First) (Middle)
C/O MQ SERVICES LTD.
VICTORIA PLACE, 31 VICTORIA STREET

(Street)
HAMILTON D0 HM 10

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VP Bermuda LLC

(Last) (First) (Middle)
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vogel Scott D.

(Last) (First) (Middle)
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 25, 2019.
2. The price reported is a weighted average price. These shares were sold on June 28, 2019 in multiple transactions at prices ranging from $21.31 to $21.71, inclusive. The reporting person undertakes to provide to Agilysys, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported is a weighted average price. These shares were sold on July 1, 2019 in multiple transactions at prices ranging from $21.65 to $22.33, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported is a weighted average price. These shares were sold on July 2, 2019 in multiple transactions at prices ranging from $22.06 to $22.44, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. VP Bermuda LLC and Scott D. Vogel may be deemed to indirectly beneficially own the shares of common stock held by Bermuda One Fund, LLC, however each of VP Bermuda LLC and Scott D. Vogel disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
/s/ Scott D. Vogel, individually, and as Managing Member of VP Bermuda LLC, Managing Member of Bermuda One Fund LLC 07/02/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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