Sec Form 4 Filing - Kaufman Michael A @ AGILYSYS INC - 2020-05-22

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 Kaufman Michael A 2. Issuer Name and Ticker or Trading Symbol AGILYSYS INC [ AGYS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MAK CAPITAL ONE LLC, 590 MADISON AVENUE, SUITE 2401 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2020 (Street) NEW YORK, NY10022 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

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 05/22/2020 P 1,437,950 ( 1 ) ( 3 ) ( 3 ) Common Stock 1,437,950 $ 20.1676 3,498,408 I See Footnote ( 4 ) Series A Convertible Preferred Stock $ 20.1676 05/22/2020 P 297,507 ( 2 ) ( 3 ) ( 3 ) Common Stock 297,507 $ 20.1676 297,507 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaufman Michael A C/O MAK CAPITAL ONE LLC 590 MADISON AVENUE, SUITE 2401 NEW YORK, NY10022 X X MAK CAPITAL ONE LLC 590 MADISON AVENUE, SUITE 2401 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, SUITE 2401 NEW YORK, NY10022 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 05/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MAK Capital Fund LP ("MAK Fund") acquired 1,437,950 shares of Series A Serial Preferred Stock, without par value (the "Convertible Preferred Stock") pursuant to the Investment Agreement dated May 11, 2020 ("Investment Agreement") between Issuer and MAK Capital One LLC ("MAK Capital"). ( 2 )MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund") acquired 297,507 shares of Convertible Preferred Stock pursuant to the Investment Agreement. ( 3 )The Convertible Preferred Stock is convertible into a share of common stock, without par value ("Common Stock"), at any time on a one-for-one basis, subject to anti-dilution adjustment and certain approvals, if required, and has no expiration date. ( 4 )MAK Capital acts as the investment manager of MAK Fund and 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 Convertible Preferred Stock and the shares of Common Stock issuable upon conversion of the Convertible Preferred 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.

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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