SEC Form 4 · accession 0001019056-19-000151
AGILYSYS INC · AGYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MAK CAPITAL ONE LLC
10% Owner
MAK Capital Fund LP
10% Owner
Michael A Kaufman
Director · 10% Owner
MAK-ro Capital Master Fund LP
10% Owner
MAK GP LLC
10% Owner
Period of report
Feb 14, 2019
Accepted (ET)
Feb 15, 2019 · 4:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000078749
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF7,F8 | Feb 14, 2019 | J | 1,659,763 | $17.70 | D | 1,765,210 | I | See Footnote |
| Common StockF7,F8 | Feb 14, 2019 | J | 1,216,128 | $17.70 | D | 643,547 | I | See Footnote |
| Common StockF7,F8 | Feb 14, 2019 | J | 159,845 | $17.70 | D | 1,605,365 | I | See Footnote |
| Common StockF7,F8 | Feb 14, 2019 | J | 129,707 | $17.70 | D | 513,840 | I | See Footnote |
| Common StockF7,F8 | Feb 14, 2019 | J | 171,029 | $17.70 | A | 171,029 | I | See Footnote |
| Common StockF7,F8 | Feb 14, 2019 | J | 118,523 | $17.70 | A | 118,523 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares of Common Stock of Agilysys, Inc. ("Common Stock") were transferred (the "MAK Fund Transfer") by MAK Capital Fund ("MAK Fund") to Bermuda One Fund LLC ("Bermuda One") of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC, and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK Fund.
- F2These shares of Common Stock were transferred by MAK-ro Capital Master Fund LP (the "MAK-ro Fund Transfer") to Bermuda One of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC, and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK-ro Fund.
- F3In connection with the MAK Fund Transfer, 92,413 shares of Common Stock and 67,432 shares of Common Stock were transferred to MAK GP LLC ("MAK GP") and MAK Capital One, LLC ("MAK Capital One"), respectively. The shares transferred to MAK GP and MAK Capital One represents the incentive fees and the management fees earned on the holdings of Common Stock earned through January 31, 2019, respectively.
- F4In connection with the MAK-ro Fund Transfer, 78,616 shares of Common Stock and 51,091 shares of Common Stock were transferred to MAK GP and MAK Capital One, LLC, respectively. The shares transferred to MAK GP and MAK Capital One represents the incentive fees and the management fees earned on the holdings of Common Stock through January 31, 2019, respectively.
- F5Reflects the shares of Common Stock received by MAK GP for incentive fees. Except as noted in footnote (5) and (6), none of the Reporting Persons received any payments in connection with the MAK Fund Transfer or the MAK-ro Fund Transfer.
- F6Reflects the shares of Common Stock received by MAK Capital One for management fees. Except as noted in footnote (5) and (6), none of the Reporting Persons received any payments in connection with the MAK Fund Transfer or the MAK-ro Fund Transfer.
- F7The MAK Fund Transfer and the MAK-ro Fund Transfer were priced at the close of business on January 31, 2019 and completed on February 14, 2019.
- F8MAK Capital One and MAK GP acts as the investment manager and general partner, respectively, of MAK Fund and the MAK-ro Fund. Michael A. Kaufman is the managing member of MAK Capital One and MAK GP. Michael A. Kaufman may be deemed to indirectly beneficially own the shares of common stock held by MAK Fund, MAK-ro Fund, MAK Capital One and MAK GP however he disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. Each of MAK Capital One LLC, MAK Capital Fund LP, MAK-ro Capital Master Fund L.P. and MAK GP LLC may be deemed to be a member of a "group" (within the meaning of Rule 13d-5 under the Act) whose members in the aggregate beneficially own more than 10% of the outstanding shares of the Issuer's Common Stock.