Rainer H. Bosselmann - Apr 16, 2022 Form 4 Insider Report for ARGAN INC (AGX)

Signature
/s/ Rainer H. Bosselmann
Stock symbol
AGX
Transactions as of
Apr 16, 2022
Transactions value $
$0
Form type
4
Date filed
4/19/2022, 04:15 PM
Previous filing
Apr 14, 2022
Next filing
Mar 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGX Common Stock Options Exercise $0 +4.26K +1.18% $0.00 365K Apr 16, 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 Stock Option to Purchase Common Stock Award $0 +12.5K +4.07% $0.00 320K Apr 18, 2022 Common Stock 12.5K $36.78 Direct F3, F4, F5
transaction AGX Performance-Based Restricted Stock Units Award $0 +12.5K +50% $0.00 37.5K Apr 18, 2022 Common Stock 12.5K $0.00 Direct F6, F7
transaction AGX Time-Based Restricted Stock Units Award $0 +12.5K +149.99% $0.00 20.8K Apr 18, 2022 Common Stock 12.5K $0.00 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 16, 2022, the Reporting Person had Time-Based Restricted Stock Units (the "TRSUs") vest in the amount of 4,264 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 12,500 TRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.
F2 2,241 shares are held by Rainer and Beverley Bosselmann, as joint tenants, and the remaining shares are held directly by Rainer Bosselmann.
F3 On April 18, 2022, the Reporting Person received 10-year options to purchase 12,500 shares of the Issuer's common stock with an exercise price of $36.78 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/18/2023.
F4 As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 25,000 shares of common stock at a price of $16.37 per share with Date Exercisable of 03/07/2014 and Expiration Date of 03/07/2023; (b) options to acquire 50,000 shares of common stock at a price of $32.68 with Date Exercisable of 04/16/2016 and Expiration Date of 04/16/2025; (c) options to acquire 50,000 shares of common stock at a price of $33.85 per share with Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (d) options to acquire 50,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027; (e) options to acquire 40,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028;
F5 (f) options to acquire 40,000 shares of common stock at a price of $50.30 per share with Date Exercisable of 4/12/2020 and Expiration Date of 4/12/2029; (g) options to acquire 40,000 shares of common stock at a price of $33.81 per share with Date Exercisable 4/16/2021 and Expiration Date of 4/16/2030; (h) options to acquire 12,500 shares of common stock at a price of $54.60 with Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031 and (i) options to acquire 12,500 shares of common stock at a price of $36.78 per share with Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; all of which are subject to the aforementioned three-year ratably vesting schedule
F6 On April 18, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 12,500 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
F7 As of the date of this filing, the remaining number of PBRSUs beneficially owned by the Reporting Person includes (a) a target number of 12,500 shares of PBRSUs granted on April 16, 2020; (b) a target number of 12,500 shares of PBRSUs granted on April 16, 2021; and (c) a target number of 12,500 shares of PBRSUs granted on April 18, 2022, all to vest in their entirety at the end of a three-year performance period.
F8 On April 18,2022, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 12,500 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.
F9 As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 8,334 shares of TBRSUs granted on April 12, 2021; and (b) 12,500 shares of TBRSUs granted on April 18, 2022, all to vest pursuant to the three year vesting schedule reported under footnote 8 above.