Amended Statement of Ownership (sc 13g/a)
September 26 2019 - 1:42PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13G/A
Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
AGILYSYS,
INC.
(Name
of Issuer)
Common
Stock, without par value
(Title
of Class of Securities)
00847J105
(CUSIP
Number)
September
24, 2019
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP
No. 00847J105
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1.
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Names
of Reporting Persons
Scott D. Vogel
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
1,706,400
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
1,706,400
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,706,400
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
7.2%1
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12.
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Type
of Reporting Person (See Instructions)
IN
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1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report
on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.
CUSIP
No. 00847J105
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1.
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Names
of Reporting Persons
VP Bermuda LLC
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
1,706,400
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
1,706,400
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,706,400
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
7.2%1
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12.
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Type
of Reporting Person (See Instructions)
PN
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1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report
on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.
CUSIP
No. 00847J105
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1.
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Names
of Reporting Persons
Bermuda One Fund LLC
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Bermuda
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
1,706,400
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
1,706,400
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,706,400
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
7.2%1
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12.
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Type
of Reporting Person (See Instructions)
PN
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1 Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report
on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.
Item 1.
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(a)
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Name
of Issuer
Agilysys, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
1000 Windward Concourse, Suite 250, Alpharetta, Georgia 30005
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Item 2.
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(a)
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Name of Person Filing
The names of the persons filing this statement on Schedule 13G/A are:
i. Bermuda One Fund LLC (“Bermuda Fund”);
ii. VP
Bermuda LLC (“VP Bermuda”);
iii. Scott D. Vogel (“Mr. Vogel” and collectively with VP Bermuda and Bermuda Fund the “Reporting
Persons”).
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(b)
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Address
of Principal Business Office or, if none, Residence
The principal business address of (i) Bermuda Fund is c/o MQ Services Ltd., Victoria Place, 31 Victoria Street,
Hamilton, HM10, Bermuda and (ii) VP Bermuda and Mr. Vogel is c/o McCarter & English, LLP, 825
Eighth Avenue, 31st Flr., New York, NY 10019.
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(c)
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Citizenship
Bermuda Fund is a Bermuda limited
liability company.
VP Bermuda is a Delaware limited
liability company.
Mr. Vogel is a United States citizen.
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(d)
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Title
of Class of Securities
Common Stock, without par value
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(e)
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CUSIP
Number
00847J105
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Item
3.
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If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance
with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____________________________
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
1,706,400
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(b)
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Percent of class:
7.2%
Based on 23,675,380 shares outstanding as of July 23, 2019, as reported on Agilysys’ Quarterly Report
on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on July 29, 2019.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or
to direct the vote
Not applicable.
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(ii)
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Shared power to vote
or to direct the vote
Bermuda Fund, VP Bermuda
and Mr. Vogel have shared power to vote or direct the vote of the 1,706,400 shares owned by the Bermuda Fund.
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(iii)
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Sole power to dispose
or to direct the disposition of
Not applicable.
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(iv)
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Shared power to dispose
or to direct the disposition of
Bermuda Fund, VP Bermuda
and Mr. Vogel have shared power to dispose or direct the disposition of the 1,706,400 shares owned by the Bermuda Fund.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following o.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
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Not applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 24, 2019
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BERMUDA
ONE FUND LLC
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By: VP Bermuda LLC, Managing Member
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By:
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/s/ Scott D. Vogel
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Scott D. Vogel,
Managing Member
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VP BERMUDA LLC
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By:
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/s/ Scott D. Vogel
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Scott D. Vogel
Managing Member
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By:
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/s/ Scott D. Vogel
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SCOTT D. VOGEL
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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