SEC Form SC 13D/A filed by Agilysys Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Rule 13d-101

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 22)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

^a This calculation is based upon 27,108,737 shares of the common stock, without par value of Agilysys, Inc. a Delaware corporation (the “Issuer”) as follows: (i) 25,373,280 shares of common stock, without par value, of the Issuer (the “Shares”) outstanding as of October 20, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on October 26, 2023 and (ii) 1,735,457 Shares into which the 1,735,457 shares of the Issuer’s Series A Preferred Stock were mandatorily converted by the Issuer on November 28, 2023.

^a This calculation is based upon 27,108,737 shares of the common stock, without par value of Agilysys, Inc. a Delaware corporation (the “Issuer”) as follows: (i) 25,373,280 shares of common stock, without par value, of the Issuer (the “Shares”) outstanding as of October 20, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on October 26, 2023 and (ii) 1,735,457 Shares into which the 1,735,457 shares of the Issuer’s Series A Preferred Stock which were mandatorily converted by the Issuer on November 28, 2023.

^a This calculation is based upon 27,108,737 shares of the common stock, without par value of Agilysys, Inc. a Delaware corporation (the “Issuer”) as follows: (i) 25,373,280 shares of common stock, without par value, of the Issuer (the “Shares”) outstanding as of October 20, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on October 26, 2023 and (ii) 1,735,457 Shares into which the 1,735,457 shares of the Issuer’s Series A Preferred Stock were mandatorily converted by the Issuer on November 28, 2023.

^a This calculation is based upon 27,108,737 shares of the common stock, without par value of Agilysys, Inc. a Delaware corporation (the “Issuer”) as follows: (i) 25,373,280 shares of common stock, without par value, of the Issuer (the “Shares”) outstanding as of October 20, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on October 26, 2023 and (ii) 1,735,457 Shares into which the 1,735,457 shares of the Issuer’s Series A Preferred Stock were mandatorily converted by the Issuer on November 28, 2023.

This statement is filed with respect to the shares of the common stock, without par value (the “Common Stock”), 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. 21 thereto filed with the SEC on December 14, 2023 (“Amendment 21,” and collectively as so amended through Amendment 21, 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 One L.L.C., a Delaware limited liability company (“MAK Capital”), MAK Capital Fund LP, a Bermuda Islands limited partnership (“MAK Fund”), MAK Capital Distressed Debt Fund I, LP, a Delaware limited partnership (“MAK CDD Fund”) and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively with MAK Capital, MAK Fund and MAK CDD Fund, the “Reporting Persons”).

The sale of shares of Common Stock reported herein were pursuant to the Trading Plan disclosed in Amendment 20. The shares of Common Stock were sold for MAK Fund and MAK CDD Fund for portfolio management purposes.

Item 5 (a) is amended as follows:

The ownership percentages are calculated based on 27,108,737 shares of Common Stock, as follows: (i) 25,373,280 shares of Common Stock outstanding as of October 20, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on October 26, 2023 plus (ii) 1,735,457 shares of Common Stock into which the 1,735,457 shares of the Issuer’s Convertible Preferred Stock were mandatorily converted by the Issuer on November 28, 2023.

Each of MAK Fund and MAK CDD Fund shares voting power and investment power with MAK Capital and Mr. Kaufman.

The information contained in rows 7 to 11 on each of the cover pages is incorporated by reference in its entirety.

Item 5(c) is amended as follows:

The transactions effected by the Reporting Persons are set for the on Schedule A hereto which is incorporated herein by reference in its entirety.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certify that the information with respect to it set forth in this statement is true, complete and correct.

Date: January 12, 2024

SCHEDULE A

RECENT TRANSACTIONS

The following transactions on the open market in the shares of Common Stock were effected by the Reporting Persons since December 13, 2023, the date immediately prior to the date of the Reporting Persons last amendment of this Schedule 13D (with the reported price per share being a weighted average):

^a 33,247 Shares were sold for MAK Fund and 6,858 Shares were sold for MAK CDD Fund.

^b 69,276 Shares were sold for MAK Fund and 14,290 Shares were sold for MAK CDD Fund.

^c 11,200 Shares were sold for MAK Fund and 2,310 Shares were sold for MAK CDD Fund.

^d 15,487 Shares were sold for MAK Fund and 3,195 Shares were sold for MAK CDD Fund.

^e 11,366 Shares were sold for MAK Fund and 2,344 Shares were sold for MAK CDD Fund.

^f 16,122 Shares were sold for MAK Fund and 3,326 Shares were sold for MAK CDD Fund.

^g 19,836 Shares were sold for MAK Fund and 4,092 Shares were sold for MAK CDD Fund.

^h 25,507 Shares were sold for MAK Fund and 5,261 Shares were sold for MAK CDD Fund.

ⁱ 45,595 Shares were sold for MAK Fund and 9,405 Shares were sold for MAK CDD Fund.

^j 23,358 Shares were sold for MAK Fund and 4,818 Shares were sold for MAK CDD Fund.

^k 37,252 Shares were sold for MAK Fund and 7,684 Shares were sold for MAK CDD Fund.