Statement of Changes in Beneficial Ownership (4)
16 Dezember 2021 - 10:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
QUINN JAMES W |
2. Issuer Name and Ticker or Trading Symbol
ARGAN INC
[
AGX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALLEN & COMPANY, 711 FIFTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2021 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 64570 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option to Purchase Common Stock | $37.13 | 12/14/2021 | | A | | 5000 (1) | | 12/14/2022 | 12/14/2031 | Common Stock | 5000 | $0 | 85000 (2)(3)(4) | D | |
Time-Based Restricted Stock Units | $0 | 12/14/2021 | | A | | 1750 (5) | | 12/14/2024 | 12/14/2024 | Common Stock | 1750 | $0 | 1750 | D | |
Explanation of Responses: |
(1) | On December 14, 2021, the Reporting Person received 10-year options to purchase 5,000 shares of the Issuer's Common Stock at an exercise price of $37.13 per share. The options will vest ratably over three years on each anniversary of the grant date beginning on 12/14/2022. |
(2) | As of the date of this filing, the Reporting Person owns options to purchase (a) 10,000 shares of common stock at a price of $26.88 with initial Date Exercisable of 12/17/2014 and Expiration Date of 12/17/2023; (b) 10,000 shares of common stock at a price of $31.82 per share with initial Date Exercisable of 12/11/2015 and Expiration Date of 12/11/2024; (c) 10,000 shares of common stock at a price of $30.44 per share with initial Date Exercisable of 1/7/2017 and Expiration Date of 1/7/2026; (d) 10,000 shares of common stock at a price of $71.75 per share with initial Date Exercisable of 1/5/2018 and Expiration Date of 1/5/2027; |
(3) | (e) 10,000 shares of common stock at a price of $46.35 per share with initial Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; (f) 10,000 shares of common stock at a price of $41.19 per share with initial Date Exercisable of 12/12/2019 and Expiration Date of 12/12/2028; (g) 10,000 shares of common stock at a price of $40.15 per share with initial Date Exercisable of 12/23/2020 and Expiration Date of 12/23/2029; (h) 10,000 shares of common stock at a price of $45.75 per share with initial Date Exercisable of 12/14/2021 and Expiration Date of 12/14/2030; and |
(4) | (i) 5,000 shares of common stock at a price of $37.13 per share with initial Date Exercisable of 12/14/2022 and Expiration Date of 12/14/2031. All stock options are subject to the aforementioned three year ratable vesting schedule except those awarded prior to January 2018 which vested fully on the first anniversary of the date of award. |
(5) | On December 14, 2021, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 1,750 shares of common stock. The TBRSUs will vest in their entirety on the third anniversary of their grant date on 12/14/2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
QUINN JAMES W C/O ALLEN & COMPANY, 711 FIFTH AVENUE NEW YORK, NY 10022 | X |
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Signatures
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/s/ James W. Quinn | | 12/16/2021 |
**Signature of Reporting Person | Date |
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