13D Filing: Discovery Group I, LLC and Agilysys Inc (AGYS)

Page 4 of 7 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the Common Shares, without par value (the “Common Shares”), of Agilysys, Inc., an Ohio corporation (the “Company”), which has its principal executive offices at 425 Walnut Street, Suite 1800, Cincinnati, OH 45202. This Amendment No. 8 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 26, 2014, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on October 17, 2014, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on January 15, 2015, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on March 13, 2015, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on May 8, 2015, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on January 9, 2017, Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on March 20, 2017 and Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on May 18, 2017 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 8, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 8.
Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The total purchase price for the 1,318,983
Common Shares beneficially owned by the Reporting Persons as of September 25, 2017 was approximately $14,407,647. The source of
such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained
in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Shares beneficially owned by Discovery Group.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The information concerning percentages of ownership
set forth below is based on 23,391,662 Common Shares reported outstanding as of August
1, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Discovery Equity Partners beneficially owns
1,318,983 Common Shares as of September 25, 2017, which represents 5.6% of the outstanding Common Shares.

Discovery Group beneficially owns 1,318,983
Common Shares as of September 25, 2017, which represents 5.6% of the outstanding Common Shares.

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