ARGAN INC — Director's Dealing 2020

Apr 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2020-04-16

Reporting Person: Watson David Hibbert (SVP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-16	Stock Option to purchase Common Stock	$33.81	A	32000	Acquired	2030-04-16	Common Stock (32000)	Direct
2020-04-16	Performance-Based Restricted Stock Units	$0.00	A	10000	Acquired		Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3700	Direct

Footnotes

F1: On April 16, 2020, the Reporting Person received 10-year options to purchase 32,000 shares of the Issuer's common stock with an exercise price of $33.81 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/16/2021.

F2: As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 06/23/2017 and Expiration Date of 06/23/2026; (b) options to acquire 40,000 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 32,000 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 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029;

F3: and (e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030, all subject to the aforementioned three-year ratably vesting schedule.

F4: On April 16, 2020, 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 2020 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.

F6: As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 8,000 shares of PBRSUs granted on April 13, 2018; (b) a target number of 8,000 shares of PBRSUs granted on April 12, 2019 and; (c) a target number of 10,000 shares of PBRSUs granted on April 16, 2020, all to vest in their entirety at the end of a three-year performance period as reported under footnote 4 above.