SEC FORM 4

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^*

C4S & CO LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(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)
06/03/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		806	D	$7.6665	300,889	I	By Parche, LLC⁽³⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		595	D	$7.6584	300,294	I	By Parche, LLC⁽³⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		22	D	$7.825	300,272	I	By Parche, LLC⁽³⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		1,266	D	$7.6971	299,006	I	By Parche, LLC⁽³⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		5,825	D	$7.6665	2,174,928	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		4,302	D	$7.6584	2,170,626	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		159	D	$7.825	2,170,467	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		9,152	D	$7.6971	2,161,315	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		688	D	$7.6665	257,079	I	By RCG PB, Ltd.⁽⁵⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/03/2009		S		508	D	$7.6584	256,571	I	By RCG PB, Ltd.⁽⁵⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		19	D	$7.825	256,552	I	By RCG PB, Ltd.⁽⁵⁾
Common Stock, no par value⁽¹⁾⁽²⁾	06/04/2009		S		1,082	D	$7.6971	255,470	I	By RCG PB, Ltd.⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

C4S & CO LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(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^*

COHEN PETER A

(Last)

(First)

(Middle)

C/O RAMIUS LLC

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

1. Name and Address of Reporting Person^*

STARK MORGAN B

(Last)

(First)

(Middle)

C/O RAMIUS LLC

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

1. Name and Address of Reporting Person^*

STRAUSS THOMAS W

(Last)

(First)

(Middle)

C/O RAMIUS LLC

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

1. Name and Address of Reporting Person^*

SOLOMON JEFFREY M

(Last)

(First)

(Middle)

C/O RAMIUS LLC

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

Explanation of Responses:

1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Shares of Common Stock beneficially owned by Parche, LLC (Parche). C4S & Co., L.L.C. (C4S), as the managing member of Ramius LLC (Ramius), the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the managing member of Parche, may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche.

4. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

5. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, LLC, the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

	By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	06/05/2009
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	06/05/2009
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	06/05/2009
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	06/05/2009
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	06/05/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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