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OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response............ 10.4
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. ____)*
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Argyle
Security Acquisition Corporation
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(Name
of Issuer)
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Common
Stock, par value $0.0001 per
share
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040311102
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(CUSIP
Number)
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July
31, 2007
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
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o Rule
13d-1(b)
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ý Rule
13d-1(c)
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o Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover
page.
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The
information required in the remainder of this cover page shall not
be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
William
Blair Mezzanine Capital Fund III, L.P.
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2.
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Check the Appropriate Box if a Member of a
Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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486,237(1)
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6. Shared
Voting Power
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7. Sole
Dispositive Power
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486,237(1)
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8. Shared
Dispositive Power
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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486,237(1) |
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row
(9)
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8.2%(2) |
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12.
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Type
of Reporting Person (See
Instructions) PN
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(1)
Voting power is exercised through its sole general partner, William
Blair
Mezzanine Capital Partners III, L.L.C.
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| (2) Based on 5,961,307 shares of common stock outstanding as set forth in the Issuer's definitive proxy statement filed on July 13, 2007. | |
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
William
Blair Mezzanine Capital Partners III,
L.L.C.
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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486,237(1)(2)
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6. Shared
Voting Power
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7. Sole
Dispositive Power
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486,237(1)(2)
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8. Shared
Dispositive Power
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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486,237(1)(2) |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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8.2%(3) |
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12.
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Type
of Reporting Person (See Instructions)
OO
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(1)
Solely in its capacity as the sole general partner of William
Blair
Mezzanine Capital Fund III, L.P.
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(2)
Power is exercised through its members, William Blair & Company,
L.L.C., and Wilblairco Associates, and its Initial Managing Directors,
Timothy J. Mackenzie, Terrance M. Shipp and Marc J.
Walfish.
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| (3) Based on 5,961,307 shares of common stock outstanding as set forth in the Issuer's definitive proxy statement filed on July 13, 2007. |
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
William
Blair & Company, L.L.C.
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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486,237(1)(2)
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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486,237(1)(2)
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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486,237(1)(2) |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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8.2%(3) |
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12.
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Type
of Reporting Person (See
Instructions) BD
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(1)
Solely in its capacity as a member of William Blair Mezzanine
Capital
Partners III, L.L.C. See Item 4.
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(2)
Power is exercised through its
principals.
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| (3) Based on 5,961,307 shares of common stock outstanding as set forth in the Issuer's definitive proxy statement filed on July 13, 2007. |
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Timothy
J. MacKenzie
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United States |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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486,237(1)
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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486,237(1)
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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486,237(1) |
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in Row
(9)
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8.2%(2) |
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12.
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Type
of Reporting Person (See
Instructions) IN
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(1)
Solely in his capacity as an Initial Managing Director of William
Blair Mezzanine Capital Partners III, L.L.C. See Item
4.
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(2)
Based on 5,961,307 shares of common stock outstanding as set forth
in the
Issuer's definitive proxy statement filed on July 13,
2007.
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Terrance
M. Shipp
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2.
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Check the Appropriate Box if a Member
of a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United States |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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486,237(1)
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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486,237(1)
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting
Person
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486,237(1) |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount
in Row
(9)
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8.2%(2) |
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12.
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Type
of Reporting Person (See
Instructions) IN
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(1)
Solely in his capacity as an Initial Managing Director of William
Blair Mezzanine Capital Partners III, L.L.C. See Item
4.
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(2)
Based on 5,961,307 shares of common stock outstanding as set
forth in the
Issuer's definitive proxy statement filed on July 13,
2007.
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Marc
J. Walfish
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United States |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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486,237(1)
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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486,237(1)
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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486,237(1) |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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8.2%(2) |
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12.
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Type
of Reporting Person (See
Instructions) IN
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(1)
Solely in his capacity as an Initial Managing Director of William
Blair Mezzanine Capital Partners III, L.L.C. See Item
4.
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(2)
Based on 5,961,307 shares of common stock outstanding as set
forth in the
Issuer's definitive proxy statement filed on July 13,
2007.
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Wilblairco
Associates
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2.
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Check the Appropriate Box if a Member of
a Group (See
Instructions)
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(a)
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(b)
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X
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Illinois |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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486,237(1)(2)
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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486,237(1)(2)
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9.
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Aggregate Amount Beneficially Owned by Each
Reporting
Person
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486,237(1)(2) |
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10.
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Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented by Amount in
Row
(9)
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8.2%(3) |
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12.
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Type
of Reporting Person (See
Instructions) OO
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(1)
Solely in its capacity as a member of William Blair Mezzanine
Capital
Partners III, L.L.C. See Item 4.
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(2)
Power is exercised through its
principals.
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| (3) Based on 5,961,307 shares of common stock outstanding as set forth in the Issuer's definitive proxy statement filed on July 13, 2007. |
| Item 1. |
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(a)
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Name
of Issuer
Argyle Security Acquisition
Corporation
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(b)
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Address
of Issuer’s Principal Executive Offices
200
Concord Plaza, Suite 700, San Antonio, Texas
78216
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| Item 2. |
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(a)
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Name
of Person Filing
This
statement is filed jointly by each of the following Persons pursuant
to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission
(“SEC”) under Section 13 of the Securities Exchange
Act: William Blair Mezzanine Capital Fund III, L.P., a Delaware
limited partnership (“Mezzanine Fund”), William Blair Mezzanine Capital
Partners III, L.L.C., a Delaware limited liability company (“Blair General
Partner”), William Blair & Company, L.L.C., a Delaware limited
liability company (“Blair”), Wilblairco Associates, an Illinois general
partnership (“Blairco”), Timothy J. MacKenzie (“MacKenzie”), Terrance M.
Shipp (“Shipp”) and Marc J. Walfish (“Walfish”). Mezzanine
Fund, Blair General Partner, Blair, Blairco, MacKenzie, Shipp and
Walfish
are sometimes hereinafter referred to as the “Reporting
Persons.”
Information
with respect to each of the Reporting Persons is given solely
by such
Reporting Person, and no Reporting Person assumes responsibility
for the
accuracy or completeness of information provided by another Reporting
Person. By their signature on this statement, each of the
Reporting Persons agrees that this statement is filed on behalf
of such
Reporting Person. The Reporting Persons may be deemed to
constitute a “group” for purposes of Section 13(d)(3) of the
Act. The Reporting Persons expressly disclaim that they have
agreed to act as a group other than as described in this
statement.
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(b)
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Address
of Principal Business Office or, if none, Residence
The
address of the principal business office of each of the Reporting
Persons
is 303 West Madison Street, Suite 2100, Chicago, Illinois
60606.
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(c)
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Citizenship
See item 4 of the cover page for each Reporting
Person.
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(d)
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Title
of Class of Securities
Common
Stock, par value $0.0001 per share
("Common Stock").
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(e)
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CUSIP
Number
040311102
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| Item 3. |
If
this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c),
check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) |
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(b)
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o
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Bank as defined in
section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e)
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o
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An investment adviser
in
accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership.
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See
Items 5-9 and 11 of the cover page for each Reporting
Person.
Mezzanine
Fund
The
aggregate number of shares that Mezzanine Fund owns beneficially,
pursuant
to Rule 13d-3 of the Act, is 486,237 shares of Common Stock, which
constitutes approximately 8.2% of the outstanding shares of Common
Stock.
Blair
General Partner
As
the sole general partner of Mezzanine Fund, Blair General Partner
may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of
486,237 shares of Common Stock, which constitutes approximately
8.2% of
the outstanding shares of Common Stock.
Blair
As
a member of Blair General Partner, Blair may, pursuant to Rule
13d-3 of
the Act, be deemed to be the beneficial owner of 486,237 shares
of Common
Stock, which constitutes approximately 8.2% of the outstanding
shares of
Common Stock. Blair disclaims beneficial ownership of all such
shares of Common Stock.
Blairco
As
a member of Blair General Partner, Blairco may, pursuant to Rule
13d-3 of
the Act, be deemed to be beneficial owner of 486,237 shares of
Common
Stock, which constitutes approximately 8.2% of the outstanding
shares of
Common Stock. Blairco disclaims beneficial ownership of all
such shares of Common Stock.
MacKenzie
As
an Initial Managing Director of Blair General Partner, MacKenzie
may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of
486,237 shares of Common Stock, which constitutes approximately
8.2% of
the outstanding shares of Common Stock. MacKenzie disclaims
beneficial ownership of all such shares of Common Stock.
Shipp
As
an Initial Managing Director of Blair General Partner, Shipp may,
pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 486,237
shares of Common Stock, which constitutes approximately 8.2% of
the
outstanding shares of Common Stock. Shipp disclaims beneficial
ownership of all such shares of Common Stock.
Walfish
As
an Initial Managing Director of Blair General Partner, Walfish
may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of
486,237 shares of Common Stock, which constitutes approximately
8.2% of
the outstanding shares of Common Stock. Walfish disclaims
beneficial ownership of all such shares of Common Stock.
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| Item 5. |
Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
[
].
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
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Not
Applicable.
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person.
|
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Not
Applicable.
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| Item 8. |
Identification
and Classification of Members of the Group.
|
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Not
Applicable.
|
| Item 9. |
Notice
of Dissolution of Group.
|
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Not
Applicable.
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| Item 10. |
Certification.
|
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|
WILLIAM
BLAIR MEZZANINE CAPITAL FUND III,
L.P.,
a
Delaware Limited Partnership
By:
William Blair Mezzanine Capital Partners III, L.L.C.,
its
General Partner
By:
*
Name: Terrance
M. Shipp
Title: Initial
Managing Director
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WILLIAM
BLAIR MEZZANINE CAPITAL PARTNERS
III,
L.L.C.
By:
*
Name: Terrance
M.
Shipp
Title: Initial
Managing Director
|
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WILBLAIRCO
ASSOCIATES
By: *
Name: James D. McKinney
Title: Principal
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WILLIAM
BLAIR & COMPANY, L.L.C.
By:
*
Name: E.
David
Coolidge III
Title: Principal
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TIMOTHY
J. MACKENZIE
*
Timothy
J. MacKenzie
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TERRANCE
M. SHIPP
By:
*
Terrance
M.
Shipp
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MARC
J. WALFISH
*
Marc
J. Walfish
|
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*By: /s/
Matthew D.
O’Meara
Matthew
D.
O’Meara
Attorney-in-Fact
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