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. 24)

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).

^* This calculation is based upon 27,454,213 shares of the common stock, without par value (the “Shares”) of Agilysys, Inc. a Delaware corporation (the “Issuer”) outstanding as of May 17, 2024, as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission on May 22, 2024.

^a This calculation is based upon 27,454,213 shares of the common stock, without par value (the “Shares”) of Agilysys, Inc. a Delaware corporation (the “Issuer”) outstanding as of May 17, 2024, as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission on May 22, 2024.

^a This calculation is based upon 27,454,213 shares of the common stock, without par value (the “Shares”) of Agilysys, Inc., a Delaware corporation (the “Issuer”) as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission on May 22, 2024.

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. 23 thereto filed with the SEC on February 16, 2024 (“Amendment 23,” and collectively as so amended through Amendment 23, 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”) and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively with MAK Fund and MAK Capital, the “Reporting Persons”).

The sale of Shares reported herein were pursuant to the January 25, 2024 Rule 10b5-1 trading plan between MAK Capital and BTIG, LLC Trading Plan disclosed in Amendment 23 (the “2024 10b5-1 Trading Plan”), the form of which was filed as Exhibit 1 to Amendment 23. The Shares were sold for MAK Fund for portfolio management purposes.

Item 5 (a) is amended as follows:

The ownership percentages are calculated based on 27,454,213 Shares outstanding as of May 17, 2024, as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 22, 2024.

Item 5 (b) is amended as follows:

Each of the MAK Fund, MAK Capital and Mr. Kaufman share voting power and investment power with respect to the 1,705,999 Shares held by the MAK Fund. 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 during the last 60 days 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: June 4, 2024

SCHEDULE A

RECENT TRANSACTIONS

The following transactions in the Shares of Common Stock were effected by the Reporting Persons during the last 60 days. In connection with Mr. Kaufman’s service as a director of the Issuer, on May 21, 2024 the Issuer awarded him 968 restricted Shares under the Issuer’s 2020 Equity Inventive Plan, a shareholder approved Section 16b-3 plan. The restricted Shares vest on March 31, 2025. In addition to the restricted Share award to Mr. Kaufman, pursuant to the 2024 10b5-1 Trading Plan, the following sales were effected by MAK Capital for the MAK Fund (with the reported price per share being a weighted average):