Sec Form 4 Filing - Bermuda One Fund LLC @ AGILYSYS INC - 2019-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Bermuda One Fund 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)
C/O MQ SERVICES LTD., VICTORIA PLACE, 31 VICTORIA STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2019
(Street)
HAMILTON, D0HM 10
4. If Amendment, Date Original Filed (MM/DD/YY)
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 05/16/2019 S( 1 ) 5,900 D $ 20.38 ( 2 ) 2,671,000 I See Footnote ( 5 )
Common Stock 05/17/2019 S( 1 ) 16,900 D $ 21.1 ( 3 ) 2,654,100 I See Footnote ( 5 )
Common Stock 05/20/2019 S( 1 ) 10,000 D $ 21.64 ( 4 ) 2,644,100 I See Footnote ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bermuda One Fund LLC
C/O MQ SERVICES LTD.
VICTORIA PLACE, 31 VICTORIA STREET
HAMILTON, D0HM 10
X
VP Bermuda LLC
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.
NEW YORK, NY10019
X
Vogel Scott D.
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.
NEW YORK, NY10019
X
Signatures
/s/ Scott D. Vogel, individually, and as Managing Member of VP Bermuda LLC, Managing Member of Bermuda One Fund LLC 05/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 25, 2019.
( 2 )The price reported is a weighted average price. These shares were sold on May 16, 2019 in multiple transactions at prices ranging from $20.00 to $20.53, inclusive. The reporting person undertakes to provide to Agilysys, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The price reported is a weighted average price. These shares were sold on May 17, 2019 in multiple transactions at prices ranging from $20.21 to $21.40, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The price reported is a weighted average price. These shares were sold on May 20, 2019 in multiple transactions at prices ranging from $21.24 to $21.89, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )VP Bermuda LLC and Scott D. Vogel may be deemed to indirectly beneficially own the shares of common stock held by Bermuda One Fund, LLC, however each of VP Bermuda LLC and Scott D. Vogel disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.

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