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

Role
CHIEF FINANCIAL OFFICER, SVP
Signature
/s/ Richard H. Deily
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
Sep 14, 2022
Next filing
Sep 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGX Common Stock Options Exercise $0 +1.23K +55.95% $0.00 3.42K Apr 16, 2023 Direct F1
transaction AGX Common Stock Options Exercise $0 +1.2K +35.03% $0.00 4.62K 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 -1.23K -6.67% $0.00 17.2K Apr 16, 2023 Common Stock 1.23K $0.00 Direct F1
transaction AGX Option to Purchase Common Stock Award $0 +2.5K +4.39% $0.00 59.5K Apr 17, 2023 Common Stock 2.5K $39.47 Direct F3, F4, F5
transaction AGX Earnings Per Share Performance-Based Restricted Stock Units Award $0 +2.5K $0.00 2.5K Apr 17, 2023 Common Stock 2.5K $0.00 Direct F6
transaction AGX Time-Based Restricted Stock Units Options Exercise $0 -1.2K -6.97% $0.00 16K Apr 18, 2023 Common Stock 1.2K $0.00 Direct F2, F7
* 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 1,227 shares of Common Stock. This issuance is pursuant to the ratable three year vesting schedule of the 3,500 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 1,198 shares of Common Stock. This issuance is pursuant to the ratable three-year vesting schedule of the 3,500 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 2,500 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 4/17/2024.
F4 As of the date of this Filing, the total number of options owned by the Reporting Person includes (a) options acquire 10,000 shares of common stock at the price of $33.85 per share with a Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026; (b) options to acquire 10,000 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; (c) options to acquire 10,000 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; (d) options to acquire 10,000 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;
F5 (e) options to acquire 10,000 shares of common stock at a price of $33.81 per share with a Date Exercisable of 4/16/2021 and Expiration Date of 4/16/2030; (f) options to acquire 3,500 shares of common stock at a price of $54.60 per share with a Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031; (g) options to acquire 3,500 shares of common stock at a price of $36.78 per share with a Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; and (h) options to acquire 2,500 shares of common stock at a price of $39.47 with a Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033. Options identified in subjects (c), (d), (e), (f), (g) and (h) are subject to the three-year ratable vesting schedule described in Footnote 3.
F6 On April 17, 2023, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,500 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.
F7 As of the date of this filing, the remaining number of TBRSUs beneficially owned by the Reporting Person includes (a) 1,167 shares of TBRSUs granted on April 16, 2021; (b) 2,334 shares of TBRSUs granted on April 18, 2022; and (c) 12,500 shares of TBRSUs granted on September 13, 2022; all to vest pursuant to their respective three-year vesting schedule.