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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Collins Charles Edwin IV

(Last) (First) (Middle)
68 HICKORY DRIVE

(Street)
SOUTH GLASTONBURY CT 06073

(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 EXECUTIVE OFFICER, GEMMA
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2024
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)
Code V Amount (A) or (D) Price
Common Stock 04/16/2024 M 964(1) A $0 7,846 D
Common Stock 04/17/2024 M 918(2) A $0 8,764 D
Common Stock 04/17/2024 M 826(3) A $0 9,590 D
Common Stock 04/18/2024 M 1,886(4) A $0 11,476 D
Common Stock 04/18/2024 M 848(5) A $0 12,324 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Time Based Restricted Stock Units $0 04/16/2024 M 1,666 (1) (1) Common Stock 1,666 $0 11,668 D
Option to Purchase Common Stock $61.22 04/16/2024 A 1,500(6) 04/16/2025 04/16/2034 Common Stock 1,500 $0 59,000 D
Time Based Restricted Stock Units $0 04/16/2024 A 4,000 (7) (7) Common Stock 4,000 $0 15,668 D
Performance Based Restricted Stock Units $0 04/16/2024 A 1,000 (8) (8) Common Stock 1,000 $0 4,000 D
Performance Based Restricted Stock Units $0 04/16/2024 D 1,000 (9) (9) Common Stock 1,000 $0 3,000 D
Renewable Performance Based Restricted Stock Units $0 04/16/2024 A 5,000 (10) (10) Common Stock 5,000 $0 21,500 D
Earnings Per Share Performance Based Restricted Stock Units $0 04/16/2024 A 2,000 (11) (11) Common Stock 2,000 $0 4,500 D
Time Based Restricted Stock Units $0 04/17/2024 M 1,667 (2) (2) Common Stock 1,667 $0 14,001 D
Renewable Performance Based Restricted Stock Units $0 04/17/2024 M 1,500 (3) (3) Common Stock 1,500 $0 20,000 D
Time Based Restricted Stock Units $0 04/18/2024 M 3,333 (4) (4) Common Stock 3,333 $0 10,668 D
Renewable Performance Based Restricted Stock Units $0 04/18/2024 M 1,500 (5) (5) Common Stock 1,500 $0 18,500 D
Renewable Performance Based Restricted Stock Units $0 04/18/2024 D 3,000 (12) (12) Common Stock 3,000 $0 15,500 D
Explanation of Responses:
1. Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2021, 1,666 shares of Common Stock became issuable to the Reporting Person on April 16, 2024.
2. Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 1,667 shares of Common Stock became issuable to the Reporting Person on April 17, 2024.
3. Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 17, 2023, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 17, 2024.
4. Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 18, 2022, 3,333 shares of Common Stock became issuable to the Reporting Person on April 18, 2024.
5. Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 18, 2022, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 18, 2024.
6. On April 16, 2024, the Reporting Person received 10-year options to purchase 1,500 shares of the Issuer's common stock with an exercise price of $61.22 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2025.
7. On April 16, 2024 the Reporting Person was granted TRSUs covering 4,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2025.
8. On April 16, 2024, 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 2024 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.
9. PRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking.
10. On April 16, 2024 the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 5,000 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 1,000 shares and a cumulative total at the end of the three-year performance period with a target number of 2,000 shares. The awards will be more fully described in the Issuer's 2024 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock.
11. On April 16, 2024, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2025, 2026 and 2027 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2022, 2023 and 2024. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period.
12. RRSUs awarded on 4/18/2022 were forfeited due to failure to achieve the required renewable projects hurdle.
/s/ Charles Collins 04/18/2024
** Signature of Reporting Person Date
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