Argan Inc.
04/20/2021 | Press release | Distributed by Public on 04/20/2021 16:27
Insider Trading Report (SEC Filing - 4)
SEC FORM 4SEC 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*
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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) 04/16/2021 |
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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 | ||||||||
| 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 | 04/19/2021 | S | 939(1) | D | $54.18 | 20,748 | D | |
| Common Stock | 04/20/2021 | S | 12,248(2) | D | $52.69 | 8,500 | 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 | |||||
| Stock Option to purchase Common Stock | $54.6 | 04/16/2021 | A | 10,000(3) | 04/16/2022 | 04/16/2031 | Common Stock | 10,000 | $0.00 | 176,000(4)(5) | D | |
| Performance-Based Restricted Stock Units | $0.00 | 04/16/2021 | A | 10,000(6) | (6) | (6) | Common Stock | 10,000 | $0.00 | 28,000(7) | D | |
| Time-Based Restricted Stock Units | $0.00 | 04/16/2021 | A | 10,000(8) | (8) | (8) | Common Stock | 10,000 | $0.00 | 10,000 | D |
| Explanation of Responses: |
| 1. On April 19, 2021, the Reporting Person sold 939 shares of the Issuer's common stock on the open market at an average price of $54.18 per share. As disclosed in the Reporting Person's Form 4 filed on April 13, 2021, the primary purpose for selling these shares (and those associated with footnote 2) related to the payment of taxes associated with the vesting of shares on April 9, 2021. |
| 2. On April 20, 2021, the Reporting Person sold 12,248 shares of the Issuer's common stock on the open market at an average price of $52.69 per share. |
| 3. On April 16, 2021, the Reporting Person received 10-year options to purchase 10,000 shares of the Issuer's common stock with an exercise price of $54.60 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/16/2022. |
| 4. As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 06/23/2017 and Expiration Date of 06/23/2026; (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027; (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028; (d) options to acquire 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029; |
| 5. and (e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030, and (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031, all subject to the aforementioned three-year ratably vesting schedule. |
| 6. On April 16, 2021, the Reporting Person was granted Performance-Based Restricted Stock Units (the 'PBRSUs') in the target number of 10,000 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 2021 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. As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 8,000 shares of PBRSUs granted on April 12, 2019; (b) a target number of 10,000 shares of PBRSUs granted on April 16, 2020; and (c) a target number of 10,000 shares of PBRSUs granted on April 16, 2021, all to vest in their entirety at the end of a three-year performance period as generally reported under footnote 6 above. |
| 8. On April 16, 2021, the Reporting Person was granted Time-Based Restricted Stock Units (the 'TBRSUs') covering 10,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/16/2022. |
| /s/ David Watson | 04/20/2021 |
| ** 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. |