0001415889-23-006753.txt : 20230420 0001415889-23-006753.hdr.sgml : 20230420 20230420161510 ACCESSION NUMBER: 0001415889-23-006753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230416 FILED AS OF DATE: 20230420 DATE AS OF CHANGE: 20230420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Charles Edwin IV CENTRAL INDEX KEY: 0001791800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31756 FILM NUMBER: 23833288 MAIL ADDRESS: STREET 1: 68 HICKORY DRIVE CITY: SOUTH GLASTONBURY STATE: CT ZIP: 06073 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 form4-04202023_040401.xml X0407 4 2023-04-16 0000100591 ARGAN INC AGX 0001791800 Collins Charles Edwin IV 68 HICKORY DRIVE SOUTH GLASTONBURY CT 06073 false true false false CHIEF EXECUTIVE OFFICER, GEMMA 0 Common Stock 2023-04-16 4 M 0 1753 0 A 3458 D Common Stock 2023-04-18 4 M 0 3424 0 A 6882 D Time Based Restricted Stock Units 0 2023-04-16 4 M 0 1753 0 D Common Stock 1753 11667 D Option to Purchase Common Stock 39.47 2023-04-17 4 A 0 2500 0 A 2024-04-17 2033-04-17 Common Stock 2500 57500 D Time Based Restricted Stock Units 0 2023-04-17 4 A 0 5000 0 A Common Stock 5000 16667 D Performance Based Restricted Stock Units 0 2023-04-17 4 A 0 1000 0 A Common Stock 1000 3000 D Renewable Performance Based Restricted Stock Units 0 2023-04-17 4 A 0 7500 0 A Common Stock 7500 16500 D Earnings Per Share Performance Based Restricted Stock Units 0 2023-04-17 4 A 0 2500 0 A Common Stock 2500 2500 D Time Based Restricted Stock Units 0 2023-04-18 4 M 0 3424 0 D Common Stock 3424 13334 D On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs') vest in the amount of 1,753 shares of Common Stock. This issuance is pursuant to the 5,000 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 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 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. As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 5,000 shares of common stock at a price of $46.35 with Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; (b) options to acquire 25,000 shares of common stock at a price of $43.10 with Date Exercisable of 9/12/2019 and Expiration Date of 9/12/2028; (c) options to acquire 10,000 shares of common stock at a price of $42.31 with Date Exercisable of 9/10/2020 and Expiration Date of 9/10/2029; (d) options to acquire 10,000 shares of common stock at a price of $33.81 with Date Exercisable on 4/16/2021 and Expiration Date 4/16/2030; (e) options to acquire 5,000 shares of common stock at a price of $36.78 with Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; and (f) options to acquire 2,500 shares of common stock at a price of $39.47 with Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033; all of which will vest ratably over three years on the anniversary of their respective grant date. On April 17, 2023, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 5,000 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 1,000 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 total number of PBRSUs owned by the Reporting Person includes (a) a target number of 1,000 shares of PBRSUs granted on April 16, 2021; (b) a target number of 1,000 shares of PBRSUs granted on April 18, 2022; and (c) a target number of 1,000 shares of PBRSUs granted on April 17, 2023; all to vest according to their respective three-year performance period. On April 17, 2023 the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 7,500 shares, the vesting of which is subject to Gemma Power Systems, LLC and its affiliates obtaining new renewable energy projects with an aggregate contract value exceeding certain identified hurdle amounts for each of the performance periods. The four performance periods cover three consecutive one-year periods each with a target number of 1,500 shares and a cumulative total at the end of the three-year performance period with a target number of 3,000 shares. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock. As of the date of this filing, the total number of RRSUs owned by the reporting person include (a) a remaining number of 3,000 shares of RRSUs granted on April 16, 2021; (b) a remaining number of 6,000 shares of RRSUs granted on April 18, 2022; and (c) a target number of 7,500 shares of RRSUs granted on April 17, 2023; all to vest according to their respective three-year performance schedule. 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. As of the date of this filing, the total number of TBRSUs owned by the reporting person include (a) 1,667 shares of TBRSUs granted on April 16, 2021; (b) 6,667 shares of TBRSUs granted on April 18, 2022; and (c) 5,000 shares of TBRSUs granted on April 17, 2023; all to vest according to their respective three-year vesting schedule. /s/ Charles E. Collins 2023-04-20