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Argan Inc.

04/18/2024 | Press release | Distributed by Public on 04/18/2024 16:59

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Collins Charles Edwin IV
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
_____ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER, GEMMA /
(Last) (First) (Middle)
68 HICKORY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
SOUTH GLASTONBURY CT 06073
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Collins Charles Edwin IV
68 HICKORY DRIVE

SOUTH GLASTONBURY, CT06073


CHIEF EXECUTIVE OFFICER, GEMMA

Signatures

/s/ Charles Collins 2024-04-18
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.