ARGAN INC — Major Shareholding Notification 2010

Jun 4, 2010

SC 13G 1 a10-11437_1sc13g.htm SC 13G

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Argan, Inc.*

(Name of Issuer)

*Common Stock, $0.15 par value*

(Title of Class of Securities)

*04010E109*

(CUSIP Number)

*May 24, 2010*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*Page 1 of 13*

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CUSIP No. 04010E109 — 1.	Names of Reporting Persons Prairie Fire Capital, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 480,388 (1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 480,388 (1)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 480,388
10.	Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 3.5% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Power is exercised through its three natural person managers as discussed in further detail below under Item 2(a).

(2) Based on the total outstanding shares of common stock of 13,587,494 as of April 9, 2010.

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CUSIP No. 04010E109 — 1.	Names of Reporting Persons Ptolemy Capital, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 232,551 (1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 232,551 (1)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 232,551
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 1.7% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Power is exercised through its sole managing member as discussed in further detail below under Item 2(a).

(2) Based on the total outstanding shares of common stock of 13,587,494 as of April 9, 2010.

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CUSIP No. 04010E109 — 1.	Names of Reporting Persons Westwind Investors, LP
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 104,167 (1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 104,167 (1)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 104,167
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 0.8% (2)
12.	Type of Reporting Person
(See Instructions) PN

(1) Power is exercised through its sole general partner as discussed in further detail below under Item 2(a).

(2) Based on the total outstanding shares of common stock of 13,587,494 as of April 9, 2010.

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CUSIP No. 04010E109 — 1.	Names of Reporting Persons Stone Family Foundation
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 130,338 (1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 130,338 (1)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 130,338
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 1.0% (2)
12.	Type of Reporting Person
(See Instructions) OO

(1) Power is exercised through its sole natural person director and officer as discussed in further detail below under Item 2(a).

(2) Based on the total outstanding shares of common stock of 13,587,494 as of April 9, 2010.

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CUSIP No. 04010E109 — 1.	Names of Reporting Persons John W. Blackburn
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of
Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 817,106
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 817,106
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 817,106
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 6.0% (1)
12.	Type of Reporting Person
(See Instructions) IN

(1) Based on the total outstanding shares of common stock of 13,587,494 as of April 9, 2010.

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CUSIP No. 04010E109 Page 7 of 13

Item 1.
(a)	Name of Issuer Argan, Inc.
(b)	Address of Issuer’s
Principal Executive Offices One Church Street, Suite 201, Rockville, Maryland 20850.
Item 2.
(a)	Name of Person Filing Pursuant to the General Rules and Regulations
promulgated under the Securities Exchange Act of 1934, as amended (the
“Act”), the undersigned hereby file this Schedule 13G Statement on behalf of
each of Westwind Investors, LP, a Delaware limited partnership (“Westwind”),
Prairie Fire Capital, LLC, a Delaware limited liability company (“Prairie
Fire”), Ptolemy Capital, LLC, a Delaware limited liability company
(“Ptolemy”), Stone Family Foundation, a Delaware not for profit corporation (“Stone
Foundation”), and John W. Blackburn (“Blackburn” and, collectively with
Westwind, Prairie Fire, Ptolemy and Stone Foundation, the “Reporting
Persons”). Additionally, information is included herein with respect to each
of Ortelius, LLC, a Delaware limited liability company (“Ortelius”), Westwind
GP, LLC, Delaware limited liability company (“Westwind GP”), Michael R. Stone
(“Stone”), Peter M. Castleman (“Castleman”) and Daniel J. O’Brien (“O’Brian”
and, collectively with Ortelius, Westwind GP, Stone and Castleman, the
“Controlling Persons”). The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the “Item 2 Persons”. The managers of Prairie Fire are Blackburn, O’Brien
and Castleman, each of which individually has the sole power to make
investment decisions on behalf of Prairie Fire and may therefore be deemed,
pursuant to Rule 13d-3 of the Act, to beneficially own all of the shares of
common stock of the issuer deemed beneficially owned by Prairie Fire. Stone and Blackburn are the two managers of
Ortelius, which is the sole managing member of Ptolemy. Therefore, pursuant to Rule 13d-3 of the
Act, each of Stone and Blackburn may be deemed to beneficially own all of the
shares of common stock of the issuer deemed beneficially owned by Ortelius,
which in turn may be deemed to beneficially own all of the shares of common
stock of the issuer deemed beneficially owned by Ptolemy. Blackburn, Stone and Castleman are the
three managers of Westwind GP, each of which individually has the sole power
to make investment decisions on behalf of Westwind GP, and Westwind GP is the
sole general partner of Westwind.
Therefore, pursuant to Rule 13d-3 of the Act, each of Blackburn, Stone
and Castleman may be deemed to beneficially own all of the shares of common
stock of the issuer deemed beneficially owned by Westwind GP, which in turn
may be deemed to beneficially own all of the shares of common stock of the
issuer deemed beneficially owned by Westwind.
Stone is the sole director and officer of Stone Foundation and,
pursuant to Rule 13d-3 of the Act, may therefore be deemed to beneficially
own all of the shares of common stock of the issuer beneficially owned by
Stone Foundation. Westwind, Prairie
Fire, Ptolemy and Stone Foundation beneficially own directly 104,167 shares,
480,388 shares, 232,551 shares and 130,338 shares, respectively, of common
stock of the issuer. The Reporting Persons are making this single, joint
filing because they, together with the Controlling Persons, may be deemed to
constitute a “group” within the meaning of Section 13(d)(3) of the Act, as
a result of an arrangement between Ptolemy and Prairie Fire to purchase in a
private transaction, for passive investment purposes only, a like number of
shares of common stock of the issuer from a group of related persons on
May 24, 2010. Notwithstanding the foregoing, neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
the Item 2 Persons that such a group exists.
Each of the Item 2 Persons expressly disclaims beneficial ownership of
the shares of common stock of the issuer not directly beneficially owned by
the Item 2 Persons, as applicable.
(b)	Address of Principal
Business Office or, if none, Residence For each of the Item 2 Persons the principal business office address is 917
Tahoe Boulevard, Suite 200, Incline Village, Nevada 89451.
(c)	Citizenship Each of the Item 2 Persons which is an entity has been formed under the laws
of the State of Delaware. Each of the
Item 2 Persons which is a natural person is a citizen of the United States of
America.
(d)	Title of Class of
Securities Common Stock, $0.15 par value of the issuer.
(e)	CUSIP Number 04010E109

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CUSIP No. 04010E109 Page 8 of 13

| Item 3. — (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
| (e) | o | An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____ |

Not Applicable.

Item 4.
(a)	Amount beneficially
owned: Prairie Fire: 480,388
shares of common stock of issuer Ptolemy: 232,551 shares of
common stock of issuer Westwind: 104,167 shares
of common stock of issuer Stone Foundation: 130,338
shares of common stock of issuer Blackburn: 817,106 shares
of common stock of issuer Ortelius: 232,551 shares
of common stock of issuer Westwind GP: 104,167
shares of common stock of issuer Stone: 467,056 shares of
common stock of issuer Castleman: 584,555 shares
of common stock of issuer O’Brien: 480,388 shares of
common stock of issuer

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CUSIP No. 04010E109 Page 9 of 13

(b)	Percent of class: Prairie Fire: 3.5% Ptolemy: 1.7% Westwind: 0.8% Stone Foundation: 1.0% Blackburn: 6.0% Ortelius: 1.7% Westwind GP: 0.8% Stone: 3.4% Castleman: 4.3% O’Brien: 3.5%
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote Prairie Fire: 480,388
shares of common stock of issuer Ptolemy: 232,551 shares of
common stock of issuer Westwind: 104,167 shares
of common stock of issuer Stone Foundation: 130,338
shares of common stock of issuer Blackburn: 817,106 shares
of common stock of issuer Ortelius: 232,551 shares
of common stock of issuer Westwind GP: 104,167
shares of common stock of issuer Stone: 467,056 shares of
common stock of issuer Castleman: 584,555 shares
of common stock of issuer O’Brien: 480,388 shares of
common stock of issuer
	(ii)	Shared power to vote or to
direct the vote Item 2 Persons have no
shared power to vote or to direct the vote of any shares of the issuer.
	(iii)	Sole power to dispose or
to direct the disposition of Prairie Fire: 480,388
shares of common stock of issuer Ptolemy: 232,551 shares of
common stock of issuer Westwind: 104,167 shares
of common stock of issuer Stone Foundation: 130,338
shares of common stock of issuer Blackburn: 817,106 shares
of common stock of issuer Ortelius: 232,551 shares
of common stock of issuer Westwind GP: 104,167
shares of common stock of issuer Stone: 467,056 shares of
common stock of issuer Castleman: 584,555 shares
of common stock of issuer O’Brien: 480,388 shares of
common stock of issuer

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CUSIP No. 04010E109 Page 10 of 13

| Item 5. | Ownership of Five Percent or Less
of a Class |
| --- | --- |
| Not Applicable. | |
| Item 6. | Ownership of More than Five Percent
on Behalf of Another Person |
| No person other than the Item 2 Persons has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Shares of, the common stock owned by them. | |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person |
| Not Applicable. | |
| Item 8. | Identification and Classification
of Members of the Group |
| This Schedule 13G Statement is being filed on behalf
of each of the Reporting Persons pursuant to Rules 13d-1(d) and Rule
13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in
Item 2(a) hereof. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable. | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect. | |

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CUSIP No. 04010E109 Page 11 of 13

*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated June 3, 2010

| PRAIRIE FIRE CAPITAL,
LLC | |
| --- | --- |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |
| Title: | Manager |
| PTOLEMY CAPITAL, LLC | |
| By: Ortelius, LLC | |
| Its: Managing Member | |
| By: | /s/ Michael R. Stone |
| Name: | Michael R. Stone |
| Title: | Manager |
| WESTWIND INVESTORS, LP | |
| By: Westwind GP, LLC | |
| Its: General Partner | |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |
| Title: | Manager |
| STONE FAMILY FOUNDATION | |
| By: | /s/ Michael R. Stone |
| Name: | Michael R. Stone |
| Title: | President |
| JOHN W. BLACKBURN | |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |

| |
| --- |
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001). |

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CUSIP No. 04010E109 Page 12 of 13

*EXHIBIT INDEX*

Exhibit A Joint Filing Agreement

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CUSIP No. 04010E109 Page 13 of 13

*EXHIBIT A*

*TO*

*SCHEDULE 13G*

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.15 par value, of Argan, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original, but all of which shall constitute one and the same instrument.

Dated: June 3, 2010

| PRAIRIE FIRE CAPITAL,
LLC | |
| --- | --- |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |
| Title: | Manager |
| PTOLEMY CAPITAL, LLC | |
| By: Ortelius, LLC | |
| Its: Managing Member | |
| By: | /s/ Michael R. Stone |
| Name: | Michael R. Stone |
| Title: | Manager |
| WESTWIND INVESTORS, LP | |
| By: Westwind GP, LLC | |
| Its: General Partner | |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |
| Title: | Manager |
| STONE FAMILY FOUNDATION | |
| By: | /s/ Michael R. Stone |
| Name: | Michael R. Stone |
| Title: | President |
| JOHN W. BLACKBURN | |
| By: | /s/ John W. Blackburn |
| Name: | John W. Blackburn |

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