| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARGAN INC [ AGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 1,975(1) | A | $0 | 34,799 | D | |||
| Common Stock | 04/17/2024 | M | 2,253(2) | A | $0 | 37,052 | D | |||
| Common Stock | 04/17/2024 | M | 5,367(3) | A | $41.68 | 42,419 | D | |||
| Common Stock | 04/18/2024 | M | 1,929(4) | A | $0 | 44,348 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 3,334 | (1) | (1) | Common Stock | 3,334 | $0 | 18,667 | D | ||||
| Option to Purchase Common Stock | $61.22 | 04/16/2024 | A | 3,000(5) | 04/16/2025 | 04/16/2034 | Common Stock | 3,000 | $0 | 162,000 | D | ||||
| Performance-Based Restricted Stock Units | $0 | 04/16/2024 | A | 4,000 | (6) | (6) | Common Stock | 4,000 | $0 | 29,000 | D | ||||
| Performance-Based Restricted Stock Units | $0 | 04/16/2024 | D | 10,000 | (7) | (7) | Common Stock | 10,000 | $0 | 19,000 | D | ||||
| Time-Based Restricted Stock Units | $0 | 04/16/2024 | A | 10,000 | (8) | (8) | Common Stock | 10,000 | $0 | 28,667 | D | ||||
| Earnings Per Share Performance-Based Restricted Stock Units | $0 | 04/16/2024 | A | 8,000 | (9) | (9) | Common Stock | 8,000 | $0 | 18,000 | D | ||||
| Time-Based Restricted Stock Units | $0 | 04/17/2024 | D | 4,000 | (2) | (2) | Common Stock | 4,000 | $0 | 24,667 | D | ||||
| Option to Purchase Common Stock | $41.68 | 04/17/2024 | M | 30,000(3) | 06/23/2017 | 06/23/2026 | Common Stock | 30,000 | $41.68 | 132,000 | D | ||||
| Time-Based Restricted Stock Units | $0 | 04/18/2024 | M | 3,333 | (4) | (4) | Common Stock | 3,333 | $0 | 21,334 | 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, 3,334 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, 4,000 shares of Common Stock became issuable to the Reporting Person on April 17, 2024. |
| 3. On April 17, 2024, the Reporting Person exercised his option awarded on June 23, 2016 to purchase 30,000 shares of the Issuer's common stock at a price of $41.68 per share. |
| 4. Pursuant to the three-year vesting schedule of the TRSU awarded to the reporting person on April 18, 2022, 3,333 shares of the Common Stock became issuable to the Reporting Person on April 18, 2024. |
| 5. On April 16, 2024 the Reporting Person received 10-year options to purchase 3,000 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. |
| 6. On April 16, 2024, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 4,000 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. |
| 7. PBRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking. |
| 8. On April 16, 2024 the Reporting Person was granted TRSUs covering 10,000 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. |
| 9. On April 16, 2024, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 8,000 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. |
| /s/ David H. Watson | 04/18/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||