ARGAN INC — Director's Dealing 2018

Apr 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2018-04-13

Reporting Person: BOSSELMANN RAINER H (Director, Chairman of the Board & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-13	Stock Option to purchase Common Stock	$37.60	A	40000	Disposed	2028-04-13	Common Stock (40000)	Direct
2018-04-13	Performance-Based Restricted Stock Units	$0.00	A	10000	Disposed		Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	327411	Direct

Footnotes

F1: 2,241 shares are held by Rainer and Beverley Bosselmann, as joint tenants, and the remaining shares are held by Rainer Bosselmann.

F2: On April 13, 2018, the Reporting Person received 10-year options to purchase 40,000 shares of the Issuer's common stock with an exercise price of $37.60 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/13/2019.

F3: As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 25,000 shares of common stock at a price of $16.37 per share with Date Exercisable of 03/07/2014 and Expiration Date of 03/07/2023; (b) options to acquire 50,000 shares of common stock at a price of $32.68 with Date Exercisable of 04/16/2016 and Expiration Date of 04/16/2025; (c) options to acquire 50,000 shares of common stock at a price of $33.85 per share with Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (d) options to acquire 50,000 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; and (e) options to acquire 40,000 shares of common stock at a price of $37.60 per share, subject to the aforementioned three-year ratably vesting schedule, with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028.

F4: On April 13, 2018, 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 percentile 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, versus the comparative TSRs of 12 peer public companies to be disclosed in the Issuer's 2018 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 percentile of the TSR.

F5: These PBRSUs are to vest in their entirety at the end of a three-year performance period as reported under footnote 4 above.