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^*

LEVINSON DANIEL

(Last)

(First)

(Middle)

120 POST ROAD WEST

SUITE 101

(Street)

WESTPORT

06880

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2012

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

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	08/23/2012		X		32,000	A	$7.75	32,000	I	By MSR Advisors, Inc.⁽¹⁾
Common Stock								879,730	I	By MSR I SBIC, L.P.⁽²⁾
Common Stock								440,540	I	By MSR Fund II L.P.⁽³⁾
Common Stock								3,000	I	Tri-Lev LLC⁽⁴⁾

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)
Warrant to purchase Common Stock	$7.75	08/23/2012		X			32,000	04/29/2003	12/31/2012	Common Stock	32,000	$0	8,000⁽⁵⁾	I	By MSR Advisors, Inc.⁽¹⁾

Explanation of Responses:

1. Mr. Levinson is the president and sole shareholder of MSR Advisors, Inc. ("MSRA"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares and warrants owned by MSRA. Mr. Levinson disclaims beneficial ownership of all such shares and warrants owned by MSRA.

2. Mr. Levinson is the managing member of MSR I SBIC Partners, LLC, which is the general partner of MSR I SBIC, L.P. ("MSRI LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRI LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRI LP.

3. Mr. Levinson is the managing member of MSR Fund II GP, LLC, which is the general partner of MSR Fund II L.P. ("MSRII LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRII LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRII LP.

4. Mr. Levinson is the managing member of Tri-Lev LLC ("Tri-Lev"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by Tri-Lev. Mr. Levinson disclaims beneficial ownership of all such shares owned by Tri-Lev.

5. Mr. Levinson directly owns stock options to purchase 30,000 shares of common stock.

	/s/ Daniel A. Levinson	08/29/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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