Form 3 Vogel Scott D.

Initial statement of beneficial ownership of securities

Published: 2019-02-15 16:48:53
Submitted: 2019-02-15
Period Ending In: 2019-02-14
ownership.html


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SEC FORM 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Bermuda One Fund LLC

(Last) (First) (Middle)
C/O MQ SERVICES LTD.
VICTORIA PLACE, 31 VICTORIA STREET

(Street)
HAMILTON D0 HM 10

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2019
3. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,875,891(1) I See Footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Bermuda One Fund LLC

(Last) (First) (Middle)
C/O MQ SERVICES LTD.
VICTORIA PLACE, 31 VICTORIA STREET

(Street)
HAMILTON D0 HM 10

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VP Bermuda LLC

(Last) (First) (Middle)
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vogel Scott D.

(Last) (First) (Middle)
C/O MCCARTER & ENGLISH, LLP
825 EIGHTH AVENUE, 31ST FLR.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. These shares of Common Stock are held by Bermuda One Fund LLC of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC. The shares were transferred by MAK Capital Fund LP ("MAK Fund") and MAK-ro Capital Master Fund LP (the "MAK-ro Fund") and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK Fund and MAK-ro Fund.
2. VP Bermuda LLC and Scott D. Vogel may be deemed to indirectly beneficially own the shares of common stock held by Bermuda One Fund LLC, however each of VP Bermuda LLC and Scott D. Vogel disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
/s/ Scott D. Vogel, individually, and as Managing Member of VP Bermuda LLC, Managing Member of Bermuda One Fund LLC 02/14/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
ownership.xml
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-02-14
No Securities Owned:
0

Issuer

Issuer Cik
0000078749
Issuer Name
AGILYSYS INC
Issuer Trading Symbol
AGYS

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001767425
Rpt Owner Name
Bermuda One Fund LLC

Reporting Owner Address

Rpt Owner Street1
C/O MQ SERVICES LTD.
Rpt Owner Street2
VICTORIA PLACE, 31 VICTORIA STREET
Rpt Owner City
HAMILTON
Rpt Owner State
D0
Rpt Owner Zip Code
HM 10
Rpt Owner State Description
BERMUDA

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001767231
Rpt Owner Name
VP Bermuda LLC

Reporting Owner Address

Rpt Owner Street1
C/O MCCARTER & ENGLISH, LLP
Rpt Owner Street2
825 EIGHTH AVENUE, 31ST FLR.
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001685034
Rpt Owner Name
Vogel Scott D.

Reporting Owner Address

Rpt Owner Street1
C/O MCCARTER & ENGLISH, LLP
Rpt Owner Street2
825 EIGHTH AVENUE, 31ST FLR.
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Holding

Security Title
Common Stock

Shares Owned Following Transaction

Value
2875891
@attributes Id
F1

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote

Footnote Id

@attributes Id
F1
@attributes Id
F2

Footnote

0
These shares of Common Stock are held by Bermuda One Fund LLC of which VP Bermuda LLC is the managing member and Scott D. Vogel is the managing member of VP Bermuda LLC. The shares were transferred by MAK Capital Fund LP ("MAK Fund") and MAK-ro Capital Master Fund LP (the "MAK-ro Fund") and represent the pro rata shares of Common Stock of certain redeemed or partially redeemed investors of MAK Fund and MAK-ro Fund.
1
VP Bermuda LLC and Scott D. Vogel may be deemed to indirectly beneficially own the shares of common stock held by Bermuda One Fund LLC, however each of VP Bermuda LLC and Scott D. Vogel disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.

Owner Signature

Signature Name
/s/ Scott D. Vogel, individually, and as Managing Member of VP Bermuda LLC, Managing Member of Bermuda One Fund LLC
Signature Date
2019-02-14
ex_24.htm EXHIBIT 24


> ENT> EX-24 2 ex_24.htm EXHIBIT 24
 

Exhibit 24

 

Information Regarding Joint Filers

 

Designated Filer of Form 3: Bermuda One Fund LLC

  

Date of Earliest Transaction Required to be Reported: February 14, 2019

  

Issuer Name and Ticker Symbol: Agilysys, Inc. [AGYS]

  

Names: VP Bermuda LLC and Scott D. Vogel
   
Address: VP Bermuda LLC and Scott D. Vogel
c/o McCarter & English, LLP, 825 Eighth Avenue, 31st Flr.
New York, NY 10019
   
Address: Bermuda One Fund LLC
c/o MQ Services Ltd.
Victoria Place, 31 Victoria Street
Hamilton, Bermuda HM 10

  

Signatures:

  

The undersigned, VP Bermuda LLC and Scott D. Vogel, are jointly filing the attached Statement of Beneficial Ownership of Securities on Form 3 with Bermuda One Fund LLC with respect to the beneficial ownership of securities of Agilysys, Inc.

  

BERMUDA ONE FUND LLC

By: VP Bermuda LLC, Manager

 

By: /s/ Scott D. Vogel

Scott D. Vogel

Managing Member

  

VP BERMUDA LLC

 

By: /s/ Scott D. Vogel

Scott D. Vogel

Managing Member

  

SCOTT D. VOGEL

 

By: /s/ Scott D. Vogel

Scott D. Vogel

  
Additional Files
FileSequenceDescriptionTypeSize
0001019056-19-000155.txt   Complete submission text file   17708
$AGYS

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