Form 4: Kaufman Descendants Trust Sells Agilysys Shares Under 10b5-1 Plan

The Kaufman 2012 Descendants Trust, through trustee David N. Smith, sold 22,500 shares of Agilysys Inc. common stock between January 16 and January 21, 2025, under a pre-arranged 10b5-1 trading plan.

Summary

• The Kaufman 2012 Descendants Trust sold a total of 22,500 shares of Agilysys Inc. common stock.
• The sales occurred over three days: 7,500 shares on January 16, 2025, at an average price of $133.71, 7,500 shares on January 17, 2025, at an average price of $128.17, and 7,500 shares on January 21, 2025, at an average price of $125.49.
• These transactions were executed under a pre-arranged Rule 10b5-1 trading plan established on September 10, 2024.
• The beneficiaries of the trust are dependents of Michael Kaufman, a director of Agilysys Inc.
• Michael Kaufman disclaims beneficial ownership of the shares held by the trust, and does not have trading authority over the trust.
• Following these transactions, the trust holds 248,076 shares of Agilysys common stock.
• Michael Kaufman also directly owns 9,580 shares and may be deemed to indirectly own 1,192,730 shares through MAK Capital Fund LP, although he disclaims beneficial ownership except for his pecuniary interest.

Sentiment

Score: 5

Explanation: The document is a routine disclosure of stock sales under a pre-arranged plan. While the sales themselves could be seen as slightly negative, the use of a 10b5-1 plan mitigates this concern. The sentiment is neutral overall.

Negatives

• The trust sold a significant number of shares, which could be perceived negatively by the market.

Risks

• The continued sale of shares by the trust could put downward pressure on the stock price.
• The market may react negatively to the sales by an entity related to a director.

Management Comments

• Michael Kaufman disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest.
• Michael Kaufman does not have trading authority over the Trust.

Industry Context

This filing is a routine disclosure of insider transactions and is common for publicly traded companies. The use of a 10b5-1 plan is a common practice to avoid accusations of insider trading.

Comparison to Industry Standards

• The use of a 10b5-1 trading plan is a standard practice for corporate insiders to sell shares without violating insider trading laws, similar to practices at companies like Microsoft or Apple where executives often use such plans.
• The volume of shares sold is not unusual for a trust associated with a director, and is similar to other sales by trusts associated with directors at comparable companies.

Stakeholder Impact

• The sales could potentially have a minor negative impact on shareholder sentiment.
• The sales do not directly impact employees, customers, or suppliers.

Key Dates

Keywords

Agilysys, Kaufman Descendants Trust, Rule 10b5-1, stock sale, insider trading, David N. Smith, Michael Kaufman