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SCHEDULE 13D/A 0001013594-08-000400 0001385702 XXXXXXXX LIVE 26 Common Stock, without par value 01/22/2025 false 0000078749 00847J105 AGILYSYS INC 3655 Brookside Parkway Suite 300 Alpharetta GA 30022 David N. Smith, COO 212-486-3291 MAK Capital One L.L.C. 590 Madison Avenue, 31st Floor New York NY 10022 Howard M. Berkower, Esq. 212-609-6800 McCarter & English, LLP 250 West 55th Street, 13th Floor New York NY 10019 0001426156 N MAK CAPITAL FUND LP b OO N DE 0.00 1192730.00 0.00 1192730.00 1192730.00 N 4.3 PN 0001385702 N MAK CAPITAL ONE L.L.C. b OO N DE 0.00 1192730.00 0.00 1192730.00 1192730.00 N 4.3 OO 0001426157 N MICHAEL A. KAUFMAN b OO N X1 9580.00 1192730.00 9580.00 1192730.00 1202310.00 N 4.3 IN 0002041357 N KAUFMAN 2012 DESCENDANTS TRUST b OO N X1 0.00 225384.00 0.00 225384.00 225384.00 N 0.8 OO Common Stock, without par value AGILYSYS INC This statement is filed with respect to the shares of the common stock, without par value (the "Shares"), of Agilysys, Inc., a Delaware corporation (the "Issuer"), beneficially owned by the Reporting Persons (as defined below) and amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on July 1, 2008, as amended, including most recently amended by Amendment No. 25 thereto filed with the SEC on June 20, 2024 ("Amendment 25," and collectively as so amended through Amendment 25, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. The names of the persons filing this statement on Schedule 13D are: MAK Capital Fund LP, a Bermuda Islands limited partnership ("MAK Fund"), MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"), Michael A. Kaufman, a United States citizen ("Mr. Kaufman") and Kaufman 2012 Descendants Trust, David N. Smith Trustee ("Kaufman Trust" and collectively with MAK Fund, MAK Capital and Mr. Kaufman, the "Reporting Persons"). David N. Smith ("Mr. Smith") is the sole trustee of the Kaufman Trust. Mr. Smith's business address is 590 Madison Avenue, 31st Floor, New York, NY 10022 Mr. Smith's principal occupation is to serve as the Chief Operating Officer and Managing Director of MAK Capital. None. None. United States The sale of Shares reported on Schedule A hereto were pursuant to a trading plan adopted on September 10, 2024 by the Kaufman Trust with Fidelity Brokerage Services LLC ("10b5-1 Trading Plan") intended to satisfy the affirmative defense set forth in Rule 10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, to sell up to 112,692 Shares in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended. The 10b5-1 Trading Plan was completed on January 24, 2025 and there will be no further sales of Shares under the 10b5-1 Trading Plan. A form of the 10b5-1 Trading Plan is Exhibit 1 hereto and is incorporated herein by reference. The ownership percentages are calculated based on 27,963,988 Shares of the Issuer outstanding as of January 17, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the SEC on January 21, 2025. As of January 21, 2025: Each of MAK Fund and MAK Capital beneficially owns 1,192,730 Shares, representing 4.3% of the outstanding Shares; Mr. Kaufman may be deemed to beneficially owns 1,202,310 Shares (inclusive of the 1,192,730 Shares noted immediately above), representing 5.1% of the outstanding Shares; and Kaufman Trust beneficially owns 225,384 Shares, representing 0.8% of the outstanding Shares. Each of the MAK Fund, MAK Capital and Mr. Kaufman share voting power and investment power with respect to the 1,192,730 Shares which include the 327,600 Shares subject to the Collar (see the second paragraph to Item 6). Mr. Kaufman disclaims beneficial ownership with respect to the Shares held by the Kaufman Trust. Mr. Kaufman has sole share voting power and investment power with respect to 9,580 Shares. Mr. Smith disclaims beneficial ownership withrespect to the Shares beneficially owned by MAK FUND, MAK Capital andMr. Kaufman. The information contained in rows 7 to 11 on each of the cover pages is incorporated by reference in its entirety. The transactions effected by the Reporting Persons under the 10b5-1 Trading Plan during the last 60 days are set forth below: Date Sold 2025 Shares Sold Price per Share January 2 7,500 $130.55 January 3 7,500 $132.66 January 6 7,500 $130.34 January 7 7,500 $128.57 January 8 7,500 $132.04 January 10 7,500 $130.29 January 13 7,500 $126.26 January 14 7,500 $128.81 January 15 7,500 $132.98 January 16 7,500 $133.71 January 17 7,500 $128.17 January 21 7,500 $125.49 January 22 7,500 $100.17 January 23 7,500 $96.68 January 24 7,692 $93.10 In addition, during the last 60 days the Reporting Persons entered into the Collar. The information contained in the second paragraph of Item 6 is incorporated herein by reference. The information contained in Item 4 is incorporated herein by reference. On December 3, 2024, MAK Capital on behalf of MAK Fund entered into a "zero cost collar" arrangement ("Collar") with Goldman Sachs & Co. LLC relating to 327,600 Shares. Pursuant to the Collar, MAK Capital wrote European call options and purchased European put options which options have the same expiration date. Only one of such options can be in-the money on the expiration date. On that date, the Collar is expected to be physically settled by delivery of Shares unless MAK Capital elects to pay cash to settle its obligations, if any, under the Collar. The Reporting Persons retain beneficial ownership of the 327,600 Shares. Exhibit 1 - Form of Rule 10b5-1 Transaction Plan dated September 10, 2024 between MAK Capital One L.L.C. and Fidelity Brokerage Services LLC. MAK CAPITAL FUND LP /s/ Michael A. Kaufman Michael A. Kaufman/ Managing Member of General Partner 01/24/2025 MAK CAPITAL ONE L.L.C. /s/ Michael A. Kaufman Michael A. Kaufman/ Managing Member 01/24/2025 MICHAEL A. KAUFMAN /s/ Michael A. Kaufman Michael A. Kaufman 01/24/2025 KAUFMAN 2012 DESCENDANTS TRUST /s/ David N. Smith David N. Smith/Trustee 01/24/2025