Cynthia Flanders Form 4 ARGAN / Cynthia Flanders ownership change

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^*

Flanders Cynthia

(Last) (First) (Middle)

10006 WILDWOOD ROAD

(Street)

KENSINGTON MD 20895

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2022

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$35.72	12/16/2022		A		5,000(1)		12/16/2023	12/16/2032	Common Stock	5,000	$0	87,000(2)(3)	D
Time-Based Restricted Stock Units	$0	12/16/2022		A		1,750(4)		12/16/2025	12/16/2025	Common Stock	1,750	$0	3,500(5)	D

Explanation of Responses:

1. On December 16, 2022, the Reporting Person received 10-year options to purchase 5,000 shares of the Issuer's common stock with an exercise price of $35.72 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 12/16/2023.

2. As of the date of this filing, the Reporting Person owns options to purchase (a) 7,000 shares of common stock at a price of $26.88 per share with initial Date Exercisable of 12/17/2014 and Expiration Date of 12/17/2023; (b) 10,000 shares of common stock at a price of $31.82 per share with initial Date Exercisable of 12/11/2015 and Expiration Date of 12/11/2024; (c) 10,000 shares of common stock at a price of $30.44 per share with initial Date Exercisable of 1/7/2017 and Expiration Date of 1/7/2026; d) 10,000 shares of common stock at a price of $71.75 per share with initial Date Exercisable of 1/5/2018 and Expiration Date of 1/5/2027; (e) 10,000 shares of common stock at a price of $46.35 per share with initial Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; (f) 10,000 shares of common stock at a price of $41.19 per share with initial Date Exercisable of 12/12/2019 and Expiration Date of 12/12/2028;

3. (g) 10,000 shares of common stock at a price of $40.15 per share with initial Date Exercisable of 12/23/2020 and Expiration Date of 12/23/2029; (h) 10,000 shares of common stock at a price of $45.75 per share with initial Date Exercisable of 12/14/2021 and Expiration Date of 12/14/2030; (i) 5,000 shares of common stock at a price of $37.13 per share with initial Date Exercisable of 12/14/2022 and Expiration Date of 12/14/2031; and (j) 5,000 shares of common stock at a price of 35.72 per share with initial Date Exercisable of 12/16/2023 and Expiration Date of 12/16/2032. All stock options are subject to the aforementioned three-year ratable vesting schedule except those awarded prior to January 2018 which vested fully on the first anniversary of the date of award.

4. On December 16, 2022, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 1,750 shares of common stock. The TBRSUs will vest in their entirety on the third anniversary of the grant date on 12/16/2025.

5. As of the date of this filing, the total number of TBRSUs owned by the the Reporting Person includes (a) 1,750 shares TBRSUs granted on December 14, 2021 and (b) 1,750 shares of TBRSUs granted on December 16, 2022. All are to vest in their entirety on the third anniversary of their respective grant date.

	/s/ Cynthia A. Flanders	12/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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