0001415889-23-006709.txt : 20230419 0001415889-23-006709.hdr.sgml : 20230419 20230419163011 ACCESSION NUMBER: 0001415889-23-006709 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230416 FILED AS OF DATE: 20230419 DATE AS OF CHANGE: 20230419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Watson David Hibbert CENTRAL INDEX KEY: 0001482442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31756 FILM NUMBER: 23830367 MAIL ADDRESS: STREET 1: C/O ARGAN, INC. STREET 2: ONE CHURCH STREET, SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARGAN INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301 315-0027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: PUROFLOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 4 1 form4-04192023_040404.xml X0407 4 2023-04-16 0000100591 ARGAN INC AGX 0001482442 Watson David Hibbert 1 CHURCH STREET SUITE 201 ROCKVILLE MD 20850 true true false false PRESIDENT AND CEO 0 Common Stock 2023-04-16 4 M 0 3505 0 A 24400 D Common Stock 2023-04-18 4 M 0 3424 0 A 27824 D Time-Based Restricted Stock Units 0 2023-04-16 4 M 0 3505 0 D Common Stock 3505 13334 D Stock Option to Purchase Common Stock 39.47 2023-04-17 4 A 0 5000 0 A 2024-04-17 2033-04-17 Common Stock 5000 191000 D Time-Based Restricted Stock Units 0 2023-04-17 4 A 0 12000 0 A Common Stock 12000 25334 D Performance-Based Restricted Stock Units 0 2023-04-17 4 A 0 5000 0 A Common Stock 5000 25000 D Earnings Per Share Performance-Based Restricted Stock Units 0 2023-04-17 4 A 0 10000 0 A Common Stock 10000 10000 D Time-Based Restricted Stock Units 0 2023-04-18 4 M 0 3424 0 D Common Stock 3424 22001 D On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 3,505 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends. On April 18, 2023, the Reporting Person had TBRSUs vest in the amount of 3,424 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends. On April 17, 2023, the Reporting Person received 10-year options to purchase 5,000 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 04/17/2024. As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 6/23/2017 and Expiration Date of 6/23/2026; (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 4/06/2018 and Expiration Date of 4/06/2027; (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 4/13/2019 and Expiration Date of 4/13/2028; (d) options to acquire 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029; (e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 10,000 shares of common stock at a price of $36.78 per share with Date Exercisable 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 5,000 shares of common stock at a price of $39.47 per share with Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033; all subject to the three-year ratable vesting schedule described in footnote 3. On April 17, 2023, the Reporting Person was granted TBRSUs covering 12,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/17/2024. On April 17, 2023, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 5,000 shares (the "Target"), the vesting of which is subject to the rank of the Total Stock Return ("TSR") of the Issuer's common stock over a three-year period, as determined by the Issuer's Board of Directors, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2023 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The payout ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period. As of the date of this filing, the remaining number of PBRSUs beneficially owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 16, 2021; (b) a target number of 10,000 shares of PBRSUs granted on April 18, 2022; and (c) a target number of 5,000 shares of PBRSUs grated on April 17, 2023; all to vest in their entirety at the end of their respective three-year performance period. On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 10,000 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. As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 3,334 shares of TBRSUs granted on April 12, 2021; (b) 6,667 shares of TBRSUs granted on April 18, 2022; and (c) 12,000 shares of TBRSUs granted on April 17, 2023, all to vest pursuant to their respective three-year vesting schedules. /s/ David H. Watson 2023-04-19