SEC FORM 4

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^*

Deily Richard H

(Last)

(First)

(Middle)

1 CHURCH STREET

SUITE 201

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARGAN INC [ AGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER, SVP

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/16/2023		M		1,227⁽¹⁾	A	$0	3,420	D
Common Stock	04/18/2023		M		1,198⁽²⁾	A	$0	4,618	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Time-Based Restricted Stock Units	$0	04/16/2023		M			1,227	⁽¹⁾	⁽¹⁾	Common Stock	1,227	$0	17,167	D
Option to Purchase Common Stock	$39.47	04/17/2023		A		2,500⁽³⁾		04/17/2024	04/17/2033	Common Stock	2,500	$0	59,500⁽⁴⁾⁽⁵⁾	D
Earnings Per Share Performance-Based Restricted Stock Units	$0	04/17/2023		A		2,500		⁽⁶⁾	⁽⁶⁾	Common Stock	2,500	$0	2,500	D
Time-Based Restricted Stock Units	$0	04/18/2023		M			1,198	⁽²⁾	⁽²⁾	Common Stock	1,198	$0	16,001⁽⁷⁾	D

Explanation of Responses:

1. On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 1,227 shares of Common Stock. This issuance is pursuant to the ratable three year vesting schedule of the 3,500 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.

2. On April 18, 2023, the Reporting Person had TBRSUs vest in the amount of 1,198 shares of Common Stock. This issuance is pursuant to the ratable three-year vesting schedule of the 3,500 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends.

3. On April 17, 2023, the Reporting Person received 10-year options to purchase 2,500 shares of the Issuer's common stock with an exercise price of $39.47 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 4/17/2024.

4. As of the date of this Filing, the total number of options owned by the Reporting Person includes (a) options acquire 10,000 shares of common stock at the price of $33.85 per share with a Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (b) options to acquire 10,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027; (c) options to acquire 10,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028; (d) options to acquire 10,000 shares of common stock at a price of $50.30 per share with Date Exercisable of 4/12/2020 and Expiration Date of 4/12/2029;

5. (e) options to acquire 10,000 shares of common stock at a price of $33.81 per share with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 3,500 shares of common stock at a price of $54.60 per share with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 3,500 shares of common stock at a price of $36.78 per share with a Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 2,500 shares of common stock at a price of $39.47 with a Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033. Options identified in subjects (c), (d), (e), (f), (g) and (h) are subject to the three-year ratable vesting schedule described in Footnote 3.

6. On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,500 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievenent of the EPS ranking at the end of the three-year performance period. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock.

7. As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 1,167 shares of TBRSUs granted on April 16, 2021; (b) 2,334 shares of TBRSUs granted on April 18, 2022; and (c) 12,500 shares of TBRSUs granted on September 13, 2022; all to vest pursuant to their respective three-year vesting schedule.

	/s/ Richard H. Deily	04/19/2023
	** 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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