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

Page 4 of 7 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) 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. 7 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, and Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on March 20, 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. 7, 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. 7.
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 1,581,797
Common Shares beneficially owned by the Reporting Persons as of May 17, 2017 was approximately $17,859,383. 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 23,228,660 Common Shares reported outstanding as of February
3, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016.

Discovery Equity Partners beneficially owns
1,581,797 Common Shares as of May 17, 2017, which represents 6.8% of the outstanding Common Shares.

Discovery Group beneficially owns 1,581,797
Common Shares as of May 17, 2017, which represents 6.8% of the outstanding Common Shares.

Discovery
Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the Common Shares owned by Discovery Equity Partners. Voting and disposition decisions at Discovery Group with
respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell Common
Shares held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any such common
stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member of the Committee
expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any Common Shares held by Discovery Equity Partners
solely by virtue of the fact that he or she is a member of the Committee.

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