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ARGAN INC — Director's Dealing 2024
Apr 18, 2024
31210_dirs_2024-04-18_574f5c74-501a-44dd-b3a5-13ecbbf51c9c.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ARGAN INC (AGX)
CIK: 0000100591
Period of Report: 2024-04-16
Reporting Person: Watson David Hibbert (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-04-16 | Common Stock | M | 1975 | — | Acquired | 34799 | Direct |
| 2024-04-17 | Common Stock | M | 2253 | — | Acquired | 37052 | Direct |
| 2024-04-17 | Common Stock | M | 5367 | $41.68 | Acquired | 42419 | Direct |
| 2024-04-18 | Common Stock | M | 1929 | — | Acquired | 44348 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-04-16 | Time-Based Restricted Stock Units | $0 | M | 3334 | Disposed | Common Stock (3334) | Direct | |
| 2024-04-16 | Option to Purchase Common Stock | $61.22 | A | 3000 | Acquired | 2034-04-16 | Common Stock (3000) | Direct |
| 2024-04-16 | Performance-Based Restricted Stock Units | $0 | A | 4000 | Acquired | Common Stock (4000) | Direct | |
| 2024-04-16 | Performance-Based Restricted Stock Units | $0 | D | 10000 | Disposed | Common Stock (10000) | Direct | |
| 2024-04-16 | Time-Based Restricted Stock Units | $0 | A | 10000 | Acquired | Common Stock (10000) | Direct | |
| 2024-04-16 | Earnings Per Share Performance-Based Restricted Stock Units | $0 | A | 8000 | Acquired | Common Stock (8000) | Direct | |
| 2024-04-17 | Time-Based Restricted Stock Units | $0 | D | 4000 | Disposed | Common Stock (4000) | Direct | |
| 2024-04-17 | Option to Purchase Common Stock | $41.68 | M | 30000 | Disposed | 2026-06-23 | Common Stock (30000) | Direct |
| 2024-04-18 | Time-Based Restricted Stock Units | $0 | M | 3333 | Disposed | Common Stock (3333) | Direct |
Footnotes
F1: Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2021, 3,334 shares of Common Stock became issuable to the Reporting Person on April 16, 2024.
F2: Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 4,000 shares of Common Stock became issuable to the Reporting Person on April 17, 2024.
F3: On April 17, 2024, the Reporting Person exercised his option awarded on June 23, 2016 to purchase 30,000 shares of the Issuer's common stock at a price of $41.68 per share.
F4: Pursuant to the three-year vesting schedule of the TRSU awarded to the reporting person on April 18, 2022, 3,333 shares of the Common Stock became issuable to the Reporting Person on April 18, 2024.
F5: On April 16, 2024 the Reporting Person received 10-year options to purchase 3,000 shares of the Issuer's common stock with an exercise price of $61.22 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2025.
F6: On April 16, 2024, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 4,000 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 2024 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: PBRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking.
F8: On April 16, 2024 the Reporting Person was granted TRSUs covering 10,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2025.
F9: On April 16, 2024, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 8,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2025, 2026 and 2027 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2022, 2023 and 2024. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period.