David H. Watson - Apr 12, 2022 Form 4 Insider Report for ARGAN INC (AGX)

Role: SVP AND CFO
Signature: /s/ David H. Watson
Stock symbol: AGX
Transactions as of: Apr 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/14/2022, 04:15 PM
Next filing: Apr 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGX	Common Stock	Options Exercise	$0	+8.98K	+105.69%	$0.00	17.5K	Apr 12, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGX	Performance-Based Restricted Stock Units	Options Exercise	$0	-8K	-28.57%	$0.00	20K	Apr 12, 2022	Common Stock	8K	$0.00	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 12, 2022, the Reporting Person had Performance-Based Restricted Stock Units (the "PBRSUs") vest in the amount of 8,984 shares of Common Stock. These PBRSUs, which were granted April 12, 2019 with a target number of 8,000 shares (the "Target"), had vesting subject to the percentile 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, versus the comparative TSRs of 12 peer public companies disclosed in the Issuer's 2019 Proxy Statement. Each PBRSU represents a contingent right to receive one share of the Issuer's common stock. The potential payout ratio of the Target, ranged from 0% to 200%, depending on the degree of achievement of the percentile of the TSR. The performance achievement over the measurement period resulted in the vesting of 100% of the Target plus an adjustment for cash dividends.
F2	Assuming the trading window opens shortly after the year end financials are released or later this year, the Reporting Person intends to sell a portion of these shares primarily for the purposes of paying taxes related to the vesting of these shares.
F3	As of the date of this filing, the remaining number of PBRSUs beneficially owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 16, 2020 and (b) 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.