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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BAYMAN JAMES L (Last) (First) (Middle) 1760 COUNTY LINE ROAD (Street) GATES MILLS OH 44040 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/13/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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

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
Contract(1)(2)(3)	(1)(2)(3)	09/13/2004		J(1)(2)(3)		1(1)(2)(3)		(1)(2)(3)	(1)(2)(3)	Common shares	200,000	(1)(2)(3)	1(1)(2)(3)	D

Explanation of Responses:

1. On September 13, 2004, the reporting person entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 200,000 Common Shares. Under the VPF Agreement, on September 13, 2004 (the "Trade Date"), the reporting person has agreed to sell the Common Shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on September 13, 2006 (the number of Common Shares with respect to which settlement relates being the "Base Amount"). The reporting person will receive a prepayment from the Buyer in the amount of $2,873,060.00 within 3 business days after the Trade Date. Such proceeds are to be used for tax planning and estate planning purposes.

2. On the settlement date, the reporting person, unless he has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of Common Shares equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in the amount equal to the value of any fractional Common Share not delivered as a result of such rounding. In lieu of delivering Common Shares, the reporting person may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 3 below.

3. If the "Settlement Price" (a market-based price as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). This transaction has an Upside Limit of $19.6327 and a Hedged Value of $16.3606.

Remarks:

	/s/ Kathryn K. Vanderwist, by power of attorney for James Bayman	09/15/2004
	** 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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