Agilysys Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:38

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kaufman 2012 Descendants Trust, David N. Smith, Trustee
2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [AGYS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Affiliate of Director
(Last) (First) (Middle)
590 MADISON AVENUE, 31ST FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025
(Street)
NEW YORK, NY 10022 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/07/2025 S(1) 7,500 D $128.57 308,076 D(2)
Common Stock 01/08/2025 S(1) 7,500 D $132.04 300,576 D(2)
Common Stock 01/10/2025 S(1) 7,500 D $130.29 293,076 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Kaufman 2012 Descendants Trust, David N. Smith, Trustee
590 MADISON AVENUE
31ST FLOOR
NEW YORK, NY 10022 		Affiliate of Director

Signatures

s/ David N. Smith, As Trustee of the Kaufman 2012 Descendants Trust 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated September 10, 2024 between the Kaufman Descendants Trust (the "Trust") and Fidelity Brokerage Services LLC. The beneficiaries of the Trust are dependents of Michael Kaufman, who is a director of the Issuer. Michael Kaufman does not have trading authority over the Trust and disclaims beneficial ownership of the shares held by the Trust.
(2) In addition, Michael Kaufman (a) directly beneficially owns 9,580 shares of common stock of the issuer and (b) may be deemed to indirectly beneficially own 1,192,730 shares of common stock of the issuer held by MAK Capital Fund LP ("MAK Fund") by virtue of being the managing director of MAK Capital One LLC which is the investment manager of MAK Fund. Mr. Kaufman has disclaimed such beneficial ownership, except to the extent of its pecuniary interest therein.

Remarks:
*The reported price is a weighted average. The Reporting Persons undertake to provide to the Issuer and the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.