ARGAN INC — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G 1 ashford-sch13g_18467.htm ASHFORD CAPITAL MANAGEMENT, INC. -- SCH 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

**(Amendment No. ) ***

Argan, Inc.

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(Name of Issuer)

Common Stock, $0.15 Par Value Per Share

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(Title of Class of Securities)

**04010E109****

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(CUSIP Number)

December 31, 2020

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(Date of Event Which Requires Filing of This Statement)

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

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ 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).

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CUSIP No. 04010E109 Schedule 13G Page 2 of 5 Pages

| 1 | NAME
OF REPORTING PERSON: Ashford
Capital Management, Inc. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 985,240 Shares |
| --- | --- |
| 6 | SHARED
VOTING POWER 0
Shares |
| 7 | SOLE
DISPOSITIVE POWER 985,240
Shares |
| 8 | SHARED
DISPOSITIVE POWER 0
Shares |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 985,240
Shares | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.28% | |
| 12 | TYPE
OF REPORTING PERSON IA | |

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CUSIP No. 04010E109 Schedule 13G Page 3 of 5 Pages

Item 1.

(a) Name of Issuer:

Argan, Inc.

(b) Address of Issuer’s Principal Executive Offices:

One Church Street, Suite 201, Rockville, MD 20850

Item 2.

(a) Name of Person Filing:

Ashford Capital Management, Inc.

(b) Address of Principal Business Office or, if none, Residence:

One Walker’s Mill Road, Wilmington, DE 19807

(c) Citizenship: A Delaware Corporation

(d) Title of Class of Securities: Common Stock, $0.15 Par Value Per Share

(e) CUSIP Number: 04010E109

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) o Broker or dealer registered under section 15 of the Act

(b) o Bank as defined in section 3(a)(6) of the Act

(c) o Insurance company as defined in section 3(a)(19) of the Act

(d) o Investment company registered under section 8 of the Investment Company Act of 1940

(e) x 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

(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

(j) o Group, in accordance with §240.13d-1(b)-1(ii)(J)

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned: 985,240 shares

(b) Percent of Class: 6.28%

The foregoing percentage is calculated based on 15,689,969 shares of Common Stock reported to be outstanding as of December 7, 2020 in the Issuer’s October 31, 2020 Quarterly Report filed on Form 10-Q.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 985,240 shares

(ii) Shared power to vote or to direct the vote: 0 shares

(iii) Sole power to dispose or to direct the disposition of: 985,240 shares

(iv) Shared power to dispose or to direct the disposition of: 0 shares

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CUSIP No. 04010E109 Schedule 13G Page 4 of 5 Pages

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o . N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person

The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts, four separate limited partnerships, and one commingled fund.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the 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 Schedule 13G Page 5 of 5 Pages

SIGNATURE

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

Date: February 16, 2021

ASHFORD CAPITAL MANAGEMENT, INC.
By:	/s/ Anthony M. Petrucci
	Anthony M. Petrucci
	Chief Financial Officer and Chief Compliance Officer