0001019056-23-000427.txt : 20231215 0001019056-23-000427.hdr.sgml : 20231215 20231215175814 ACCESSION NUMBER: 0001019056-23-000427 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231128 FILED AS OF DATE: 20231215 DATE AS OF CHANGE: 20231215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK Capital Fund LP CENTRAL INDEX KEY: 0001426156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 231491644 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 231491645 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3291 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK Capital Distressed Debt Fund I, LP CENTRAL INDEX KEY: 0001760572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 231491643 BUSINESS ADDRESS: STREET 1: MAK DDF-1 GP LLC STREET 2: 590 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: MAK DDF-1 GP LLC STREET 2: 590 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaufman Michael A CENTRAL INDEX KEY: 0001426157 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 231491642 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 340907152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 7708107800 MAIL ADDRESS: STREET 1: 1000 WINDWARD CONCOURSE STREET 2: SUITE 250 CITY: ALPHARETTA STATE: GA ZIP: 30005 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 4/A 1 ownership.xml FORM 4/A X0508 4/A 2023-11-28 2023-11-30 0 0000078749 AGILYSYS INC AGYS 0001385702 MAK CAPITAL ONE LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK NY 10022 0 0 1 0 0001426156 MAK Capital Fund LP C/O WAKEFIELD QUIN VICTORIA PLACE, 31 VICTORIA STREET HAMILTON D0 HM10 BERMUDA 0 0 1 0 0001760572 MAK Capital Distressed Debt Fund I, LP C/O MAK CAPITAL ONE LLC 590 MADISON AVENUE, 31ST FLOOR NEW YORK NY 10022 0 0 1 0 0001426157 Kaufman Michael A C/O MAK CAPITAL ONE LLC 590 MADISON AVENUE, 31ST FLOOR NEW YORK NY 10022 1 0 1 0 1 Common Stock 2023-11-28 4 S 0 28907 86.2465 D 3767008 I See footnote Common Stock 2023-11-29 4 S 0 22434 84.9444 D 3744574 I See footnote Common Stock 2023-11-30 4 S 0 44427 84.9529 D 3700147 I See footnote Series A Convertible Preferred Stock 20.1676 2023-11-30 4 J 0 1735457 20.1676 D 2020-05-22 Common Stock 1735457 0 I (5) See footnote The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated August 1, 2023 between MAK Capital One LLC ("MAK Capital") and BTIG, LLC. MAK Capital acts as the investment manager of MAK Capital Fund LP ("MAK Fund") and MAK Capital Distressed Debt Fund I LP ("MAK CDD Fund). Michael A. Kaufman is the managing member of MAK Capital. Each of MAK Capital and Michael A. Kaufman ("Mr. Kaufman") may be deemed to indirectly beneficially own the shares of Common Stock held by MAK Fund and MAK CDD Fund. Each of MAK Capital and Mr. Kaufman disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. Each of MAK Capital, MAK Fund, MAK CDD Fund and Mr. Kaufman may be deemed to be a member of a "group" (within the meaning of Rule 13d-5 under the Act) whose members in the aggregate beneficially own more than 10% of the outstanding shares of Common Stock. 23,964 shares were sold by MAK Fund and 4,943 shares were sold by MAK CDD Fund. 18,598 shares were sold by MAK Fund and 3,836 shares were sold by MAK CDD Fund. 36,830 shares were sold by MAK Fund and 7,597 shares were sold by MAK CDD Fund. *In Table I, the reported price is a weighted average price. The Reporting Persons undertake to provide to the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. In Table I, the amount of securities beneficially owned following the reported transaction on 11/28/23 includes the shares of common stock issued upon the mandatory conversion of the Series A Convertible Preferred Stock reported on Table II above. Of the 3,767,008 shares MAK Fund holds 3,474,444 shares and MAK CDD Fund holds 292,564 shares. In Table II, the transaction code refers to the mandatory conversion by the Issuer of its Series A Convertible Preferred Stock into an equal number of shares of Common Stock exempt under SEC Rule 16b-6(b). MAK Fund received 1,437,950 shares of Common Stock and MAK CDD Fund received 297,507 shares of Common Stock as a result of the mandatory conversion. In Table II, there was no expiration date on the Series A Convertible Preferred Stock. In Table II, Item #11, MAK Fund held 1,437,950 shares of Series A Convertible Preferred Stock and MAK CDD Fund held 297,507 shares of Series A Convertible Preferred Stock. s/ Michael A. Kaufman, individually, and as Managing Member of MAK Capital One LLC and Authorized Signatory of MAK Capital Fund LP and MAK Capital Distressed Debt Fund I, LP 2023-12-15