Sec Form 4/A Filing - MAK CAPITAL ONE LLC @ AGILYSYS INC - 2023-11-28

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MAK CAPITAL ONE LLC 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) (Last) (First) (Middle) 590 MADISON AVENUE, 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 11/30/2023 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/28/2023 S( 1 ) 28,907 ( 3 ) D $ 86.2465 3,767,008 I See footnote ( 2 ) Common Stock 11/29/2023 S( 1 ) 22,434 ( 4 ) D $ 84.9444 3,744,574 I See footnote ( 2 ) Common Stock 11/30/2023 S( 1 ) 44,427 ( 5 ) D $ 84.9529 3,700,147 I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Convertible Preferred Stock $ 20.1676 11/30/2023 J 1,735,457 05/22/2020 ( 4 ) Common Stock 1,735,457 $ 20.1676 0 I (5) See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAK CAPITAL ONE LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK, NY10022 X MAK Capital Fund LP C/O WAKEFIELD QUIN VICTORIA PLACE, 31 VICTORIA STREET HAMILTON, D0HM10 X MAK Capital Distressed Debt Fund I, LP C/O MAK CAPITAL ONE LLC 590 MADISON AVENUE, 31ST FLOOR NEW YORK, NY10022 X Kaufman Michael A C/O MAK CAPITAL ONE LLC 590 MADISON AVENUE, 31ST FLOOR NEW YORK, NY10022 X X Signatures s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP and MAK Capital Distressed Debt Fund I, LP 12/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated August 1, 2023 between MAK Capital One LLC ("MAK Capital") and BTIG, LLC. ( 2 )MAK Capital acts as the investment manager of MAK Capital Fund LP ("MAK Fund") and MAK Capital Distressed Debt Fund I LP ("MAK CDD Fund). Michael A. Kaufman is the managing member of MAK Capital. Each of MAK Capital and Michael A. Kaufman ("Mr. Kaufman") may be deemed to indirectly beneficially own the shares of Common Stock held by MAK Fund and MAK CDD Fund. Each of MAK Capital and Mr. Kaufman disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. Each of MAK Capital, MAK Fund, MAK CDD Fund and Mr. Kaufman 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 Common Stock. ( 3 )23,964 shares were sold by MAK Fund and 4,943 shares were sold by MAK CDD Fund. ( 4 )18,598 shares were sold by MAK Fund and 3,836 shares were sold by MAK CDD Fund. ( 5 )36,830 shares were sold by MAK Fund and 7,597 shares were sold by MAK CDD Fund.

Remarks: *In Table I, the reported price is a weighted average price. The Reporting Persons undertake to provide to the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. In Table I, the amount of securities beneficially owned following the reported transaction on 11/28/23 includes the shares of common stock issued upon the mandatory conversion of the Series A Convertible Preferred Stock reported on Table II above. Of the 3,767,008 shares MAK Fund holds 3,474,444 shares and MAK CDD Fund holds 292,564 shares. In Table II, the transaction code refers to the mandatory conversion by the Issuer of its Series A Convertible Preferred Stock into an equal number of shares of Common Stock exempt under SEC Rule 16b-6(b). MAK Fund received 1,437,950 shares of Common Stock and MAK CDD Fund received 297,507 shares of Common Stock as a result of the mandatory conversion. In Table II, there was no expiration date on the Series A Convertible Preferred Stock. In Table II, Item #11, MAK Fund held 1,437,950 shares of Series A Convertible Preferred Stock and MAK CDD Fund held 297,507 shares of Series A Convertible Preferred Stock.

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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