SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MEZZANINE MANAGEMENT LTD

(Last) (First) (Middle)
CENTURY HOUSE, 16 PAR LA VILLE ROAD

(Street)
HAMILTON D0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARGYLE SECURITY, INC. [ ARGL.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2009
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
10% Convertible Subordinated Bridge Notes(1)(2) 12/14/2009 P 8,000,000 A $8,000,000 $8,000,000 D
10% Convertible Subordinated Notes(3) 12/14/2009 P 2,450,000 A $2,450,000 $2,450,000 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MEZZANINE MANAGEMENT LTD

(Last) (First) (Middle)
CENTURY HOUSE, 16 PAR LA VILLE ROAD

(Street)
HAMILTON D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MEZZANINE MANAGEMENT FUND IV COINVEST A L.P.

(Last) (First) (Middle)
CENTURY HOUSE, 16 PAR LA VILLE ROAD

(Street)
HAMILTON D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MEZZANINE MANAGEMENT FUND IV A

(Last) (First) (Middle)
CENTURY HOUSE, 16 PAR LA VILLE ROAD

(Street)
HAMILTON D0

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Under the terms of these notes, the issuer is required to use commercially reasonable efforts to complete a rights offering of its common stock as promptly as reasonably practicable after the issue date of these notes. The proceeds from such an offering received from sources other than the reporting persons will be used to repay these notes. The reporting persons are required to use the balance of the notes to participate in the rights offering. (Continued in Note 2)
2. Any of these notes not repaid or otherwise used by the reporting persons to subscribe for common stock in such rights offering will be automatically converted into common stock at the earlier of (1) the closing of the rights offering (or such other equity offering of the issuer) or (2) June 30, 2010, at a price per share equal to (A) the price per share offered in the rights offering (or such other equity offering of the issuer) or (B) if no rights offering (or other equity offering) occurs before June 30, 2010, $0.4302, which reflects the volume weighted average sale price for the common stock as quoted on the OTC Bulletin Board for the ten trading days prior to the issuance of these notes.
3. These notes are convertible into shares of common stock at the option of the reporting persons, at a price equal to (1) the price per share offered in the rights offering (or such other equity offering) if consummated on or prior to June 30, 2010 or (2) if no such rights offering (or other equity offering) occurs before June 30, 2010, $0.4302, which reflects the volume weighted average sale price for the common stock as quoted on the OTC Bulletin Board for the ten trading days prior to the issuance of these notes.
/s/ Christopher C. Morris 12/16/2009
/s/ Christopher C. Morris 12/16/2009
/s/ Christopher C. Morris 12/16/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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