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
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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*
Badger Kyle C

(Last) (First) (Middle)
1000 WINDWARD CONCOURSE
SUITE 250

(Street)
ALPHARETTA GA 30005

(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 10% Owner
X Officer (give title below) Other (specify below)
SVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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(1) 11/19/2020 A 3,496 A $0.00 100,153 D
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
Stock Appreciation Rights(2) $20.02 11/19/2020 A 19,662 03/31/2021 06/02/2027 Common Stock 19,662 $0.00 19,662 D
Stock Appreciation Rights(3) $20.02 11/19/2020 A 45,602 (3) 06/02/2027 Common Stock 45,602 $0.00 45,602 D
Explanation of Responses:
1. Restricted shares granted under the Agilysys, Inc. 2020 Equity Incentive Plan. The shares vest in one-third increments on March 31, 2021, 2022 and 2023.
2. Stock appreciation rights ("SARs") granted under the Agilysys, Inc. 2020 Equity Incentive Plan (the "Plan) on June 2, 2020, subject to shareholder approval of the Plan, which occurred on November 19, 2020. The SARs vest over a three-year period: 20% on March 31, 2021; 20% on March 31, 2022; 15% on June 30, 2022; 15% on September 30, 2022; 15% on December 31, 2022; and 15% on March 31, 2023.
3. Stock appreciation rights ("SARs") granted under the Agilysys, Inc. 2020 Equity Incentive Plan (the "Plan") on June 2, 2020, subject to shareholder approval of the Plan, which occurred on November 19, 2020. The SARs vest on the date prior to June 30, 2023 that the average closing price of the Company's common stock over a 10 consecutive trading day period is equal to or greater than $45, and if such threshold is not achieved by June 30, 2023, the SARs will be forfeited.
Remarks:
/s/ Kyle C. Badger 11/23/2020
** 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).
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