Edgar Filing: COHEN PETER A

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

C4S & CO LLC

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

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

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

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2009

(Street)

NEW YORK, NY 10022

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		806	D	$ 7.6665	300,889	I	By Parche, LLC ⁽³⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		595	D	$ 7.6584	300,294	I	By Parche, LLC ⁽³⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		22	D	$ 7.825	300,272	I	By Parche, LLC ⁽³⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		1,266	D	$ 7.6971	299,006	I	By Parche, LLC ⁽³⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		5,825	D	$ 7.6665	2,174,928	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		4,302	D	$ 7.6584	2,170,626	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		159	D	$ 7.825	2,170,467	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		9,152	D	$ 7.6971	2,161,315	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		688	D	$ 7.6665	257,079	I	By RCG PB, Ltd. ⁽⁵⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/03/2009		S		508	D	$ 7.6584	256,571	I	By RCG PB, Ltd. ⁽⁵⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		19	D	$ 7.825	256,552	I	By RCG PB, Ltd. ⁽⁵⁾
Common Stock, no par value ⁽¹⁾ ⁽²⁾	06/04/2009		S		1,082	D	$ 7.6971	255,470	I	By RCG PB, Ltd. ⁽⁵⁾

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
C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses

Signatures

By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member		06/05/2009
^**Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen		06/05/2009
^**Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark		06/05/2009
^**Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss		06/05/2009
^**Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon		06/05/2009
^**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)	Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
(2)	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(3)	Shares of Common Stock beneficially owned by Parche, LLC (Parche). C4S & Co., L.L.C. (C4S), as the managing member of Ramius LLC (Ramius), the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the managing member of Parche, may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche.
(4)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
(5)	Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, LLC, the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

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