ARGAN INC — Director's Dealing 2012

Aug 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2012-08-23

Reporting Person: LEVINSON DANIEL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-23	Common Stock	X	32000	$7.75	Acquired	32000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-23	Warrant to purchase Common Stock	$7.75	X	32000	Disposed	2012-12-31	Common Stock (32000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	879730	Indirect
Common Stock	440540	Indirect
Common Stock	3000	Indirect

Footnotes

F1: Mr. Levinson is the president and sole shareholder of MSR Advisors, Inc. ("MSRA"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares and warrants owned by MSRA. Mr. Levinson disclaims beneficial ownership of all such shares and warrants owned by MSRA.

F2: Mr. Levinson is the managing member of MSR I SBIC Partners, LLC, which is the general partner of MSR I SBIC, L.P. ("MSRI LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRI LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRI LP.

F3: Mr. Levinson is the managing member of MSR Fund II GP, LLC, which is the general partner of MSR Fund II L.P. ("MSRII LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRII LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRII LP.

F4: Mr. Levinson is the managing member of Tri-Lev LLC ("Tri-Lev"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by Tri-Lev. Mr. Levinson disclaims beneficial ownership of all such shares owned by Tri-Lev.

F5: Mr. Levinson directly owns stock options to purchase 30,000 shares of common stock.