David H. Watson - Apr 16, 2023 Form 4 Insider Report for ARGAN INC (AGX)

Role: PRESIDENT AND CEO, Director
Signature: /s/ David H. Watson
Stock symbol: AGX
Transactions as of: Apr 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/19/2023, 04:30 PM
Previous filing: Apr 19, 2022
Next filing: Oct 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGX	Common Stock	Options Exercise	$0	+3.51K	+16.77%	$0.00	24.4K	Apr 16, 2023	Direct	F1
transaction	AGX	Common Stock	Options Exercise	$0	+3.42K	+14.03%	$0.00	27.8K	Apr 18, 2023	Direct	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	Time-Based Restricted Stock Units	Options Exercise	$0	-3.51K	-20.81%	$0.00	13.3K	Apr 16, 2023	Common Stock	3.51K	$0.00	Direct	F1
transaction	AGX	Stock Option to Purchase Common Stock	Award	$0	+5K	+2.69%	$0.00	191K	Apr 17, 2023	Common Stock	5K	$39.47	Direct	F3, F4, F5
transaction	AGX	Time-Based Restricted Stock Units	Award	$0	+12K	+90%	$0.00	25.3K	Apr 17, 2023	Common Stock	12K	$0.00	Direct	F6
transaction	AGX	Performance-Based Restricted Stock Units	Award	$0	+5K	+25%	$0.00	25K	Apr 17, 2023	Common Stock	5K	$0.00	Direct	F7, F8
transaction	AGX	Earnings Per Share Performance-Based Restricted Stock Units	Award	$0	+10K		$0.00	10K	Apr 17, 2023	Common Stock	10K	$0.00	Direct	F9
transaction	AGX	Time-Based Restricted Stock Units	Options Exercise	$0	-3.42K	-13.47%	$0.00	22K	Apr 18, 2023	Common Stock	3.42K	$0.00	Direct	F2, F10

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

Explanation of Responses:

Id	Content
F1	On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs") vest in the amount of 3,505 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends.
F2	On April 18, 2023, the Reporting Person had TBRSUs vest in the amount of 3,424 shares of Common Stock. This issuance is pursuant to the three year vesting schedule of the 10,000 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends.
F3	On April 17, 2023, the Reporting Person received 10-year options to purchase 5,000 shares of the Issuer's common stock with an exercise price of $39.47 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/17/2024.
F4	As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 6/23/2017 and Expiration Date of 6/23/2026; (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 4/06/2018 and Expiration Date of 4/06/2027; (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 4/13/2019 and Expiration Date of 4/13/2028; (d) options to acquire 32,000 shares of common stock at a price of $50.30 with a Date Exercisable of 4/12/2020 and Expiration date of 4/12/2029;
F5	(e) options to acquire 32,000 shares of common stock at a price of $33.81 with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 10,000 shares of common stock at a price of $54.60 with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 10,000 shares of common stock at a price of $36.78 per share with Date Exercisable 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 5,000 shares of common stock at a price of $39.47 per share with Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033; all subject to the three-year ratable vesting schedule described in footnote 3.
F6	On April 17, 2023, the Reporting Person was granted TBRSUs covering 12,000 shares of common stock. The TBRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 04/17/2024.
F7	On April 17, 2023, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 5,000 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 2023 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.
F8	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, 2021; (b) a target number of 10,000 shares of PBRSUs granted on April 18, 2022; and (c) a target number of 5,000 shares of PBRSUs grated on April 17, 2023; all to vest in their entirety at the end of their respective three-year performance period.
F9	On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 10,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2024, 2025 and 2026 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2021, 2022 and 2023. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievenent of the EPS ranking at the end of the three-year performance period. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each EPSRSU represents a contingent right to achieve one share of the Issuer's common stock.
F10	As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 3,334 shares of TBRSUs granted on April 12, 2021; (b) 6,667 shares of TBRSUs granted on April 18, 2022; and (c) 12,000 shares of TBRSUs granted on April 17, 2023, all to vest pursuant to their respective three-year vesting schedules.