FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kaufman Michael A
2. Issuer Name and Ticker or Trading Symbol

AGILYSYS INC [ AGYS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O AGILYSYS, INC., 1000 WINDWARD CONCOURSE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2020
(Street)

ALPHARETTA, GA 30005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1)11/19/2020  A  4388 A$0.00 4388 D  
Common Stock         4133991 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Restricted shares granted under the Agilysys, Inc. 2020 Equity Incentive Plan. The shares vest on March 31, 2021.
(2) As reported on a Schedule 13D/A dated May 22, 2020 Mr. Kaufman indirectly beneficially owns 4,133,991 shares as follows: (a) MAK Capital One L.L.C. ("MAK Capital") beneficially owns 3,952,064 shares of Common Stock including (i) 2,060,458 shares of Common Stock and 1,437,950 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Fund LP ("MAK Fund"), (ii) 297,507 shares of Series A Convertible Preferred Stock which are freely convertible into an equal number of shares of Common Stock held by MAK Capital Distressed Debt Fund I, LP ("MAK CDD Fund") and (b) 181,927 shares of Common Stock held by MAK GP LLC. Mr. Kaufman shares indirect beneficial ownership in such shares by virtue of being the managing member of MAK GP LLC and MAK Capital which is the investment manager of MAK Fund and MAK CDD Fund. Mr. Kaufman disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kaufman Michael A
C/O AGILYSYS, INC.
1000 WINDWARD CONCOURSE, SUITE 250
ALPHARETTA, GA 30005
XX


Signatures
/s/ Kyle C. Badger, Attorney-in-Fact11/23/2020
**Signature of Reporting PersonDate

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