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^*

Griffin William F Jr

(Last)

(First)

(Middle)

C/O GEMMA POWER SYSTEMS,

LLC, 2461 MAIN STREET

(Street)

GLASTONBURY

06033

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VC/CEO of Gemma Power Systems

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2015

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								158,576⁽¹⁾⁽²⁾⁽³⁾	I	By William F. Griffin, Jr. GRAT DTD 03/29/14
Common Stock								347,574⁽¹⁾⁽²⁾	I	By William F. Griffin, Jr. Revocable Trust DTD 12/09/04

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)
Stock Option to purchase Common Stock	$18.87							12/18/2016	12/18/2022	Common Stock	10,000		10,000	D

Explanation of Responses:

1. As of the filing date, the Reporting Person owns a total of 506,150 shares of the Issuer's common stock, which includes 158,576 shares indirectly owned by the Reporting Person through William F. Griffin, Jr. GRAT DTD 03/29/14 (the "GRAT") and 347,574 shares indirectly owned through William F. Griffin, Jr. Revocable Trust DTD 12/09/04 (the "Revocable Trust"). This amount does not include the 98,843 shares of common stock, reported on the Form 5 filed by the Reporting Person on March 28, 2014 (the "2014 Form 5"), indirectly owned through Joel M. Canino Revocable Trust, because the Reporting Person ceased to be the trustee of such trust since June 22, 2015.

2. The GRAT previously owned 274,960 shares of the Issuer's common stock, while the Revocable Trust 231, 210 shares. With 116,384 transferred out from the GRAT to the Revocable Trust, the GRAT currently owns 158,576 shares of common stock, while the Revocable Trust 347,574 shares.

3. In the 2014 Form 5, the amount of shares owned by William F. Griffin Jr. GRAT U/A DTD 02/13/12, which was the trust replaced by the GRAT, was reported to be 374,960 shares, which was an inadvertent mistake and should have been 274,960 shares as reported under this Form 4. Accordingly, this resulted in a related mistake in the Issuer's Definitive Proxy Statement on Schedule 14A filed on May 2, 2014 which stated that the shares beneficially owned by the Reporting Person herein was 714,993 shares, which should have been 100,000 shares less.

	/s/ William F. Griffin, Jr.	05/06/2016
	** 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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