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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 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 at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Phantom Stock | $ 0 (1) | 03/31/2005(2) | Â | A4 | 25,479.9 (2) | Â | Â (3) | Â (3) | Common stock | $ 0 (4) | 25,479.9 (2) | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SULLIVAN THOMAS C 30946 LAKE ROAD BAY VILLAGE, OH 44140 |
 X |  |  |  |
| /s/ Kathryn K. Vanderwist, by power of attorney for Thomas C. Sullivan | 05/16/2005 | |
| **Signature of Reporting Person | Date |
| * | 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) | The reporting person elected to receive his director fees in the form of stock equivalents. These phantom stock units are held in the reporting person's account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended. |
| (2) | These phantom stock units represent the balance as of March 31, 2005 of the stock equivalent value of the reporting person's director fees held in his account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended, along with dividends accrued on such phantom stock units. These phantom stock units are being reported late due to an inadvertent reporting error. |
| (3) | Upon cessation of his tenure as a Director in accordance with the terms and conditions of the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended. |
| (4) | The reporting person's Stock Allotment Account established under the Agilysys, Inc. Deferred Compensation Plan for Directors has been credited with a stock equivalent which was equal to the number of shares (computed to the nearest one-hundredth of a share) of the Company's Common Shares (the "Common Shares") that could be purchased with the dollar amount of the allotment at the last sales price of the Common Shares on the last trading day of the applicable quarter of the Company; and also includes an additional stock equivalent which is equal to the number of Common shares (computed to the nearest one-hundredth of a share) that could be purchased with the dollar amount determined by multiplying the dividends paid per share of Common Shares to shareholders of record during the applicable fiscal quarter, by the number of shares, including fractional shares, in the Stock Allotment Account at the beginning of such fiscal quarter. |