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December
15, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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CUSIP
NO. 040311102
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Page 2 of
7
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
The
Pinnacle Fund, L.P., a Texas limited partnership
75-2512784
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
(b)
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¨
x
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|||
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
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|||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
Common
Stock equal to less than 5%
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||||
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6
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SHARED
VOTING POWER
0
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|||||
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7
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SOLE
DISPOSITIVE POWER
Common
Stock equal to less than 5%
|
|||||
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8
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SHARED
DISPOSITIVE POWER
0
|
|||||
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common
Stock equal to less than 5%
|
|||||
|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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|||||
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CERTAIN
SHARES
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¨
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|||||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 5%
|
|||||
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12
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TYPE
OF REPORTING PERSON
PN
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|||||
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CUSIP
NO. 040311102
|
Page 3 of
7
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|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Barry
M. Kitt
|
|||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
¨
x
|
|||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
Common
Stock equal to less than 5%
|
||||
|
6
|
SHARED
VOTING POWER
0
|
|||||
|
7
|
SOLE
DISPOSITIVE POWER
Common
Stock equal to less than 5%
|
|||||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common
Stock equal to less than 5%
|
|||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
|||||
|
CERTAIN
SHARES
|
¨
|
|||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 5%
|
|||||
|
12
|
TYPE
OF REPORTING PERSON
IN
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|||||
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CUSIP
NO. 040311102
|
Page 4 of
7
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Item
1(a).
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Name
of Issuer:
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Argyle
Security, Inc. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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200
Concord Plaza, Suite 700
San
Antonio, TX 78216
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Items
2(a),
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Name of
Persons Filing, Address of
Principal Business Office and
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(b)
and (c).
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Citizenship:
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||
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This
Amendment No. 3 to Schedule 13G is being filed on behalf of The Pinnacle
Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the
“Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Amendment No. 3 to Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Amendment
No. 3 to Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as
amended.
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The
principal business office of the Reporting Persons is 4965 Preston Park
Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of
each cover page.
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Item
2(d).
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Title
of Class of Securities:
|
||
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Common
Stock, par value $.0001 per share (“Common Stock”)
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Item
2(e).
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CUSIP
Number:
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||
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040311102
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Item
3.
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If
this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
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Not
applicable
|
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Item
4.
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Ownership.
|
||
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(a)
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Amount beneficially
owned:
|
||
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Common
Stock equal to less than 5%*
|
|||
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(b)
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Percent of
class:
|
||
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Less
than 5%
|
|||
|
CUSIP
NO. 040311102
|
Page 5 of
7
|
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(c)
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Number of shares to which such person
has:
|
||
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(i)
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Sole
power to vote or direct the vote: Common Stock equal to less than
5%*
|
||
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(ii)
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Shared
power to vote or direct the vote: 0
|
||
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(iii)
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Sole
power to dispose or to direct the disposition of: Common Stock equal to
less than 5%*
|
||
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(iv)
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Shared
power to dispose of or direct the disposition of:
0
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*This
statement is filed on behalf of The Pinnacle Fund, L.P. (“Pinnacle”) and
Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the
general partner of Pinnacle. Pinnacle Fund Management, LLC
(“Management”) is the general partner of Advisers. Mr. Kitt is
the sole member of Management. Mr. Kitt may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned by
Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of
all shares of Common Stock beneficially owned by
Pinnacle.
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Item
5.
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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 persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the
following þ.
|
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
|
||
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Not
applicable
|
|||
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company.
|
||
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Not
applicable
|
|||
|
Item
8.
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Identification
and Classification of Members of the Group.
|
|
Not
applicable
|
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|
CUSIP
NO. 040311102
|
Page 6
of 7
|
|
Item
9.
|
Notice
of Dissolution of a Group.
|
|
Not
applicable
|
|
|
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.
|
|
CUSIP
NO. 040311102
|
Page 7 of
7
|
|
|
Dated: December
16, 2008
|
| THE PINNACLE FUND, L.P. | |||
| By: | Pinnacle Advisers, L.P., its general partner | ||
| By: |
Pinnacle Fund
Management, LLC, its general partner
|
||
| By: | /s/Barry M. Kitt | ||
| Barry M. Kitt, its sole member | |||
| /s/Barry M. Kitt | |||
| Barry M. Kitt | |||