| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Call option (obligation to sell) | $144.2183 | 12/03/2024 | S/K | 327,600 | (1)(2)(3) | (1)(2)(3) | Common Stock | 327,600 | (1)(2)(3) | 327,600 | D(4) | ||||
| Put option (right to sell) | $119.2982 | 12/03/2024 | P/K | 327,600 | (1)(2)(3) | (1)(2)(3) | Common Stock | 327,600 | (1)(2)(3) | 327,600 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On December 3, 2024, MAK Capital Fund LP ("MAK Fund"), an affiliate of MAK Capital One LLC ("MAK Capital"), entered into a "zero-cost collar" arrangement (the "Contract") with an unaffiliated broker-dealer on the common stock, without par value, (the "Shares") of Agilysys, Inc. (the "Issuer"). Pursuant to the Contract, which included an initial hedge period that ended on December 15, 2024, MAK Fund wrote European call options and purchased European put options on 327,600 Shares. Only one of such options can be in-the-money on the applicable expiration date(s). On such dates, the Contract is expected to be physically settled by delivery of the Shares unless MAK Fund elects to pay cash to settle its obligations, if any, under the Contract. |
| 2. The Contract will expire in 16 equal increments in respect of 20,475 Shares each over a series of expiration dates expected to commence on March 3, 2026. |
| 3. On the final expiration date: (i) the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Shares on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; (ii) the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and (iii) the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price; provided that the applicable option buyer may elect to exercise the applicable options on the relevant expiration date regardless of whether or not the applicable options are in-the-money. |
| 4. MAK Capital acts as the investment manager of MAK Fund and Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. Each of MAK Capital and Mr. Kaufman disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. |
| Remarks: |
| * The Reporting Persons undertake to provide to the Issuer and the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold by the broker-dealer at each separate price. Mr. Kaufman has been deputized to represent MAK Fund and MAK Capital on the board of directors of the Issuer. By virtue of Mr. Kaufman's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of MAK Fund and MAK Capital may be deemed directors by deputization of the Issuer. |
| /s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP | 12/17/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||