13D Filing: Discovery Group I, LLC and Agilysys Inc (AGYS)

Page 5 of 7 – SEC Filing

Discovery
Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the Common Shares owned by Discovery Equity Partners. Voting and disposition decisions at Discovery Group with
respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell Common
Shares held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any such common
stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member of the Committee
expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any Common Shares held by Discovery Equity Partners
solely by virtue of the fact that he or she is a member of the Committee.

The transactions in Common Shares effected
by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

The Reporting Persons ceased to be beneficial
owners of more than five percent of the Common Shares on October 4, 2017.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the Common Shares reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended
to read in its entirety as follows:

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons
and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery
Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 9 included as Exhibit 2 to this Amendment No. 9, and the Power of Attorney granted by
Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of
Attorney is included as Exhibit 3 to this Amendment No. 9. 

Item 7. Material to Be Filed as Exhibits
Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Shares since those reported in the Schedule 13D filed by the Reporting Persons on September 26, 2017.
Exhibit 2: Joint Filing Agreement dated as of October 6, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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