FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/24/2006 |
3. Issuer Name and Ticker or Trading Symbol
Argyle Security Acquisition CORP [ OTCBB-__ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 273,437 | D | |
Common Stock | 31,250(1) | D | |
Common Stock | 11,380 | I | By Argyle Joint Venture(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (3) | 03/13/2006 | Common Stock | 39,649 | $0.027 | D | |
Stock Option (Right to Buy) | (3) | 03/13/2006 | Common Stock | 1,650 | $0.027 | I | By Argyle Joint Venture(2) |
Warrant (Right to Buy) | (4) | 01/24/2011 | Common Stock | 31,250(1) | $5.5 | D |
Explanation of Responses: |
1. The reported securities are included within 31,250 units purchased by Mr. Chaimovski for $8.00 per unit in a private placement. Each unit consists of one share of common stock and one warrant to purchase common stock. |
2. Mr. Chaimovski has no voting or dispositive power over the shares held by Argyle Joint Venture. Although Argyle Joint Venture owns 273,438 shares and options to purchase 39,648 shares, Mr. Chaimovski has a pecuniary interest in only 11,380 of such shares and 1,650 of such options to purchase shares. |
3. The options are only exercisable in the event that the underwriters in the initial public offering of Argyle Security Acquisition Corporation exercise their over-allotment option, and then only to the extent necessary to maintain the percentage ownership of the applicable stockholder's percentage ownership of Argyle Security Acquisition Corporation after taking into account the exercise of the over-allotment option. After the exercise of the over-allotment option by the underwriters, the applicable stockholder will have three business days to exercise such stockholder's option. |
4. The warrants will become exercisable on the later of (i) the completion by the issuer of a business combination with a target company and (ii) 1/24/07. |
/s/ Ron Chaimovski | 01/24/2006 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |