ARGAN INC — Director's Dealing 2022

Apr 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2022-04-16

Reporting Person: Collins Charles Edwin IV (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-16	Common Stock	M	1705	—	Acquired	1705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-18	Performance Based Restricted Stock Units	$0	A	1000	Acquired		Common Stock (1000)	Direct
2022-04-18	Renewable Performance Based Restricted Stock Units	$0	A	7500	Acquired		Common Stock (7500)	Direct
2022-04-18	Time Based Restricted Stock Units	$0	A	10000	Acquired		Common Stock (10000)	Direct
2022-04-18	Option to Purchase Common Stock	$36.78	A	5000	Acquired	2032-04-18	Common Stock (5000)	Direct

Footnotes

F1: On April 16, 2022, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 1,705 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 5,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.

F2: On April 18, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 1,000 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 2022 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.

F3: As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 1,000 shares of PBRSUs granted on April 16, 2021; and (b) a target number of 1,000 shares of PBRSUs granted on April 18, 2022; all to vest according the three-year performance period described in footnote 2 above.

F4: On April 18, 2022, the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 7,500 shares, the vesting of which is subject to Gemma Power Systems, LLC and its affiliates obtaining new renewable energy projects with an aggregate contract value exceeding certain identified hurdle amounts for each of the performance periods. The four performance periods cover three consecutive one-year periods each with a target number of 1,500 shares and a cumulative total at the end of the three-year performance period with a target number of 3,000 shares. The awards will be more fully described in the Issuer's 2022 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock.

F5: As of the date of this filing, the total number of RRSUs owned by the reporting person include (a) a target number of 5,000 shares of RRSUs granted on April 16, 2021; and (b) a target number of 7,500 shares of RRSUs granted on April 18, 2022; all to vest according to the three-year performance schedule described in footnote 4 above.

F6: On April 18, 2022, 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 04/18/2023.

F7: As of the date of this filing, the total number of TBRSUs owned by the reporting person include (a) 3,334 shares of TBRSUs granted on April 16, 2021; and (b) 10,000 shares of TBRSUs granted on April 18, 2022; all to vest according to the three-year vesting schedule described in footnote 6 above.

F8: On April 18, 2022, the Reporting Person received 10-year options to purchase 5,000 shares of the Issuer's common stock with an exercise price of $36.78 per share. The options will vest ratably over three year on each anniversary of the grant date starting from 04/18/2023.

F9: As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 5,000 shares of common stock at a price of $46.35 with Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; (b) options to acquire 25,000 shares of common stock at a price of $43.10 with Date Exercisable of 9/12/2019 and Expiration Date of 9/12/2028; (c) options to acquire 10,000 shares of common stock at a price of $42.31 with Date Exercisable of 9/10/2020 and Expiration Date of 9/10/2029;

F10: (d) options to acquire 10,000 shares of common stock at a price of $33.81 with Date Exercisable on 4/16/2021 and Expiration Date 4/16/2030; and (e) options to acquire 5,000 shares of common stock at a price of $36.78 with Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; all of which will vest ratably over three years from their respective grant date.