Kaufman 2012 Descendants Trust, David N. Smith, Trustee - Jan 22, 2025 Form 4 Insider Report for AGILYSYS INC (AGYS)

Role: Affiliate of Director
Signature: s/ David N. Smith, As Trustee of the Kaufman 2012 Descendants Trust
Stock symbol: AGYS
Transactions as of: Jan 22, 2025
Transactions value $: -$2,192,500
Form type: 4
Date filed: 1/24/2025, 04:41 PM
Previous filing: Jan 21, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGYS	Common Stock	Sale	-$751K	-7.5K	-3.02%	$100.17	241K	Jan 22, 2025	Direct	F1, F2
transaction	AGYS	Common Stock	Sale	-$725K	-7.5K	-3.12%	$96.68	233K	Jan 23, 2025	Direct	F1, F2
transaction	AGYS	Common Stock	Sale	-$716K	-7.69K	-3.3%	$93.10	225K	Jan 24, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated September 10, 2024 between the Kaufman Descendants Trust (the "Trust") and Fidelity Brokerage Services LLC. The beneficiaries of the Trust are dependents of Michael Kaufman, who is a director of the Issuer. Michael Kaufman does not have trading authority over the Trust and disclaims beneficial ownership of the shares held by the Trust. The Rule 10b5-1 Trading Plan was completed on January 24, 2025 and there will be no further sales of shares under the Rule 10b5-1 Trading Plan.
F2	In addition, Michael Kaufman (a) directly beneficially owns 9,580 shares of common stock of the issuer and (b) may be deemed to indirectly beneficially own 1,192,730 shares of common stock of the issuer held by MAK Capital Fund LP ("MAK Fund") by virtue of being the managing director of MAK Capital One LLC which is the investment manager of MAK Fund. Mr. Kaufman has disclaimed such beneficial ownership, except to the extent of its pecuniary interest therein.

Content

The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Transaction Plan dated September 10, 2024 between the Kaufman Descendants Trust (the "Trust") and Fidelity Brokerage Services LLC. The beneficiaries of the Trust are dependents of Michael Kaufman, who is a director of the Issuer. Michael Kaufman does not have trading authority over the Trust and disclaims beneficial ownership of the shares held by the Trust. The Rule 10b5-1 Trading Plan was completed on January 24, 2025 and there will be no further sales of shares under the Rule 10b5-1 Trading Plan.

In addition, Michael Kaufman (a) directly beneficially owns 9,580 shares of common stock of the issuer and (b) may be deemed to indirectly beneficially own 1,192,730 shares of common stock of the issuer held by MAK Capital Fund LP ("MAK Fund") by virtue of being the managing director of MAK Capital One LLC which is the investment manager of MAK Fund. Mr. Kaufman has disclaimed such beneficial ownership, except to the extent of its pecuniary interest therein.

Remarks:

*The reported price is a weighted average. The Reporting Persons undertake to provide to the Issuer and the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.