0001415889-24-011154.txt : 20240418
0001415889-24-011154.hdr.sgml : 20240418
20240418185904
ACCESSION NUMBER: 0001415889-24-011154
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240416
FILED AS OF DATE: 20240418
DATE AS OF CHANGE: 20240418
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Collins Charles Edwin IV
CENTRAL INDEX KEY: 0001791800
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31756
FILM NUMBER: 24855297
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]
ORGANIZATION NAME: 05 Real Estate & Construction
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
form4-04182024_100455.xml
X0508
4
2024-04-16
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
2024-04-16
4
M
0
964
0
A
7846
D
Common Stock
2024-04-17
4
M
0
918
0
A
8764
D
Common Stock
2024-04-17
4
M
0
826
0
A
9590
D
Common Stock
2024-04-18
4
M
0
1886
0
A
11476
D
Common Stock
2024-04-18
4
M
0
848
0
A
12324
D
Time Based Restricted Stock Units
0
2024-04-16
4
M
0
1666
0
D
Common Stock
1666
11668
D
Option to Purchase Common Stock
61.22
2024-04-16
4
A
0
1500
0
A
2025-04-16
2034-04-16
Common Stock
1500
59000
D
Time Based Restricted Stock Units
0
2024-04-16
4
A
0
4000
0
A
Common Stock
4000
15668
D
Performance Based Restricted Stock Units
0
2024-04-16
4
A
0
1000
0
A
Common Stock
1000
4000
D
Performance Based Restricted Stock Units
0
2024-04-16
4
D
0
1000
0
D
Common Stock
1000
3000
D
Renewable Performance Based Restricted Stock Units
0
2024-04-16
4
A
0
5000
0
A
Common Stock
5000
21500
D
Earnings Per Share Performance Based Restricted Stock Units
0
2024-04-16
4
A
0
2000
0
A
Common Stock
2000
4500
D
Time Based Restricted Stock Units
0
2024-04-17
4
M
0
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0
D
Common Stock
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D
Renewable Performance Based Restricted Stock Units
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2024-04-17
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M
0
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0
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Common Stock
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20000
D
Time Based Restricted Stock Units
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M
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0
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Common Stock
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Renewable Performance Based Restricted Stock Units
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Common Stock
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Renewable Performance Based Restricted Stock Units
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0
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0
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Common Stock
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D
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.
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.
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.
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.
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.
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.
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.
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.
PRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking.
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.
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.
RRSUs awarded on 4/18/2022 were forfeited due to failure to achieve the required renewable projects hurdle.
/s/ Charles Collins
2024-04-18