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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Deily Richard H		 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
__X__ Officer (give title below)    _____ Other (specify below)
CHIEF FINANCIAL OFFICER, SVP
(Last)          (First)          (Middle)

1 CHURCH STREET, SUITE 201		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/16/2023
(Street)

ROCKVILLE, MD 20850		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/16/2023  M  1227 (1)A$0 3420 D 
 
Common Stock 4/18/2023  M  1198 (2)A$0 4618 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Time-Based Restricted Stock Units $0 4/16/2023  M     1227   (1) (1)Common Stock 1227 $0 17167 D 
 
Option to Purchase Common Stock $39.47 4/17/2023  A   2500 (3)   4/17/2024 4/17/2033 Common Stock 2500 $0 59500 (4)(5)D 
 
Earnings Per Share Performance-Based Restricted Stock Units $0 4/17/2023  A   2500     (6) (6)Common Stock 2500 $0 2500 D 
 
Time-Based Restricted Stock Units $0 4/18/2023  M     1198   (2) (2)Common Stock 1198 $0 16001 (7)D 
 
Explanation of Responses:
(1) On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 1,227 shares of Common Stock. This issuance is pursuant to the ratable three year vesting schedule of the 3,500 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.
(2) On April 18, 2023, the Reporting Person had TBRSUs vest in the amount of 1,198 shares of Common Stock. This issuance is pursuant to the ratable three-year vesting schedule of the 3,500 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends.
(3) On April 17, 2023, the Reporting Person received 10-year options to purchase 2,500 shares of the Issuer's common stock with an exercise price of $39.47 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 4/17/2024.
(4) As of the date of this Filing, the total number of options owned by the Reporting Person includes (a) options acquire 10,000 shares of common stock at the price of $33.85 per share with a Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (b) options to acquire 10,000 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 10,000 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 10,000 shares of common stock at a price of $50.30 per share with Date Exercisable of 4/12/2020 and Expiration Date of 4/12/2029;
(5) (e) options to acquire 10,000 shares of common stock at a price of $33.81 per share with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 3,500 shares of common stock at a price of $54.60 per share with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 3,500 shares of common stock at a price of $36.78 per share with a Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 2,500 shares of common stock at a price of $39.47 with a Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033. Options identified in subjects (c), (d), (e), (f), (g) and (h) are subject to the three-year ratable vesting schedule described in Footnote 3.
(6) On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,500 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievenent of the EPS ranking at the end of the three-year performance period. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock.
(7) As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 1,167 shares of TBRSUs granted on April 16, 2021; (b) 2,334 shares of TBRSUs granted on April 18, 2022; and (c) 12,500 shares of TBRSUs granted on September 13, 2022; all to vest pursuant to their respective three-year vesting schedule.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Deily Richard H
1 CHURCH STREET
SUITE 201
ROCKVILLE, MD 20850

CHIEF FINANCIAL OFFICER, SVP
Signatures
/s/ Richard H. Deily4/19/2023
**Signature of Reporting PersonDate
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 control number.
Argan (NYSE:AGX)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Argan Charts.
Argan (NYSE:AGX)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Argan Charts.