Edgar Filing: Cueva R. Andrew

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Cueva R. Andrew

2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [AGYS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O MAK CAPITAL FUND L.P., 590 MADISON AVENUE, 9TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2008

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)
12/04/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12/02/2008		P		16,131	A	$ 2.9378 ⁽¹⁾	2,422,932 ⁽²⁾ ⁽³⁾	I	By MAK Capital Fund LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cueva R. Andrew C/O MAK CAPITAL FUND L.P. 590 MADISON AVENUE, 9TH FLOOR NEW YORK, NY 10022	X

Signatures

/s/ Rita A. Thomas, by power of attorney for R. Andrew Cueva		12/12/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Price reported constitutes the average weighted price of shares purchased. Shares were purchased at varying prices in the range of $2.92 - $3.00. The reporting person hereby undertakes, upon request by the Commission staff, the issue or a security holder of the issuer, to provide full information regarding the number of shares purchased at each separate price.
(2)	The reporting person may be deemed to share beneficial ownership in the reported Agilysys, Inc., common shares (the "securities") that MAK Capital Fund L.P. may be deemed to beneficially own. However the reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest in MAK Capital Fund L.P.'s interest in such securities. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
(3)	On December 4, 2008, the reporting person filed a Form 4 to report the purchase of common stock that took place on December 2, 2008. This amendment is being filed for the purpose of correcting the total amount of securities beneficially owned in Column 5 of Table I.

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