Form 4 Vogel Scott D.

Statement of changes in beneficial ownership of securities

Published: 2019-04-18 16:47:47
Submitted: 2019-04-18
Period Ending In: 2019-04-16
ownership.html


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/16/2019 S(1) 3,500 D $19.82(2) 2,799,491 I See Footnote(5)
Common Stock 04/17/2019 S(1) 3,900 D $19.42(3) 2,795,591 I See Footnote(5)
Common Stock 04/18/2019 S(1) 8,000 D $18.94(4) 2,787,551 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) 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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 25, 2019.
2. The price reported is a weighted average price. These shares were sold on April 16, 2019 in multiple transactions at prices ranging from $19.54 to $20.05, inclusive. The reporting person undertakes to provide to Agilysys, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported is a weighted average price. These shares were sold on April 17, 2019 in multiple transactions at prices ranging from $19.33 to $19.55, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported is a weighted average price. These shares were sold on April 18, 2019 in multiple transactions at prices ranging from $18.81 to $19.29, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. 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 04/18/2019
** 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 4 (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:
X0306
Document Type:
4
Period Of Report:
2019-04-16
Not Subject To Section16:
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 Transaction

Security Title
Common Stock
Transaction Date
2019-04-16

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
3500

Transaction Price Per Share

Value
19.82
@attributes Id
F2
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
2799491

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F5
Security Title
Common Stock
Transaction Date
2019-04-17

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
3900

Transaction Price Per Share

Value
19.42
@attributes Id
F3
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
2795591

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F5
Security Title
Common Stock
Transaction Date
2019-04-18

Transaction Coding

Transaction Form Type
4
Transaction Code
S
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
8000

Transaction Price Per Share

Value
18.94
@attributes Id
F4
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
2787551

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F5

Footnote

0
This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 25, 2019.
1
The price reported is a weighted average price. These shares were sold on April 16, 2019 in multiple transactions at prices ranging from $19.54 to $20.05, inclusive. The reporting person undertakes to provide to Agilysys, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2
The price reported is a weighted average price. These shares were sold on April 17, 2019 in multiple transactions at prices ranging from $19.33 to $19.55, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3
The price reported is a weighted average price. These shares were sold on April 18, 2019 in multiple transactions at prices ranging from $18.81 to $19.29, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4
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
2019-04-18
Additional Files
FileSequenceDescriptionTypeSize
0001019056-19-000252.txt   Complete submission text file   13331
$AGYS

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