Page 6 of 9 – SEC Filing
This statement is
filed with respect to the shares of the common stock, without par value (the “Common Stock”), of Agilysys, Inc., an Ohio
corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined below) as of November 2, 2017
and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12,
2015, as previously amended (collectively, 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-ro Capital Master Fund LP, a Cayman Islands
limited partnership (“MAK-ro Fund”), and Michael A. Kaufman, a United States citizen (“Mr. Kaufman” and, collectively
with MAK Capital, MAK Fund, and Mak-ro Fund, the “Reporting Persons”).
The Reporting Persons
collectively beneficially own 5,284,648 shares of Common Stock, representing 22.6% of the outstanding shares of Common Stock. MAK
Fund individually owns 3,424,973 shares of Common Stock, representing 14.6% of the outstanding shares of Common Stock. MAK-ro Fund
individually owns 1,859,675 shares of Common Stock, representing 8.00% of the outstanding shares of Common Stock.
This amendment is
being filed to report that MAK Capital and Mr. Kaufman no longer share beneficial ownership over shares of Common Stock beneficially
owned by Paloma International L.P. (“Paloma”) and S. Donald Sussman (“Sussman”), and as a result, Paloma and
Sussman are no longer part of a group with the Reporting Persons.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 is amended as follows:
As of November 2, 2017
Paloma and Sussman are no longer part of a group with the Reporting Persons.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is amended as follows:
(a) The
Reporting Persons collectively beneficially own 5,284,648 shares of Common Stock, representing 22.6% percent of the outstanding
shares of Common Stock. The ownership calculation has been based on 23,391,662
shares of Common Stock outstanding as of August 1, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, which was filed
by the Issuer with the Securities and Exchange Commission on August 4, 2017.
MAK Fund individually owns 3,424,973
shares of Common Stock, representing 14.6% of the outstanding shares of Common Stock.
MAK-ro Fund individually owns
1,859,675 shares of Common stock, representing 8.00% of the outstanding shares of Common Stock.
(b) MAK
Capital, MAK Fund, and Mr. Kaufman have shared power to vote or direct the vote and have shared power to dispose or direct the
disposition of the 3,424,973 shares of Common Stock owned by MAK Fund.
MAK Capital, MAK-ro Fund, and Mr. Kaufman have
shared power to vote or direct the vote and have shared power to dispose or direct the disposition of the 1,859,675 shares of Common
Stock owned by MAK-ro Fund.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
