ARGAN INC — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2021-04-16

Reporting Person: Watson David Hibbert (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-19	Common Stock	S	939	$54.18	Disposed	20748	Direct
2021-04-20	Common Stock	S	12248	$52.69	Disposed	8500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-16	Stock Option to purchase Common Stock	$54.60	A	10000	Acquired	2031-04-16	Common Stock (10000)	Direct
2021-04-16	Performance-Based Restricted Stock Units	$0.00	A	10000	Acquired		Common Stock (10000)	Direct
2021-04-16	Time-Based Restricted Stock Units	$0.00	A	10000	Acquired		Common Stock (10000)	Direct

Footnotes

F1: On April 19, 2021, the Reporting Person sold 939 shares of the Issuer's common stock on the open market at an average price of $54.18 per share. As disclosed in the Reporting Person's Form 4 filed on April 13, 2021, the primary purpose for selling these shares (and those associated with footnote 2) related to the payment of taxes associated with the vesting of shares on April 9, 2021.

F2: On April 20, 2021, the Reporting Person sold 12,248 shares of the Issuer's common stock on the open market at an average price of $52.69 per share.

F3: On April 16, 2021, the Reporting Person received 10-year options to purchase 10,000 shares of the Issuer's common stock with an exercise price of $54.60 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/16/2022.

F4: 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;

F5: 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, and (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031, all subject to the aforementioned three-year ratably vesting schedule.

F6: On April 16, 2021, 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 rank 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, to the comparable TSRs of 12 peer public companies to be disclosed in the Issuer's 2021 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 TSR ranking. The determination of the number of shares of common stock to be issued shall occur at the end of the three-year performance period.

F7: 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 12, 2019; (b) a target number of 10,000 shares of PBRSUs granted on April 16, 2020; and (c) a target number of 10,000 shares of PBRSUs granted on April 16, 2021, all to vest in their entirety at the end of a three-year performance period as generally reported under footnote 6 above.

F8: On April 16, 2021, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 10,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/16/2022.