SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARGAN INC [ AGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/16/2023 | M | 1,753(1) | A | $0 | 3,458 | D | |||
Common Stock | 04/18/2023 | M | 3,424(2) | A | $0 | 6,882 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Time Based Restricted Stock Units | $0 | 04/16/2023 | M | 1,753 | (1) | (1) | Common Stock | 1,753 | $0 | 11,667 | D | ||||
Option to Purchase Common Stock | $39.47 | 04/17/2023 | A | 2,500(3) | 04/17/2024 | 04/17/2033 | Common Stock | 2,500 | $0 | 57,500(4)(5) | D | ||||
Time Based Restricted Stock Units | $0 | 04/17/2023 | A | 5,000 | (6) | (6) | Common Stock | 5,000 | $0 | 16,667 | D | ||||
Performance Based Restricted Stock Units | $0 | 04/17/2023 | A | 1,000 | (7) | (7) | Common Stock | 1,000 | $0 | 3,000(8) | D | ||||
Renewable Performance Based Restricted Stock Units | $0 | 04/17/2023 | A | 7,500 | (9) | (9) | Common Stock | 7,500 | $0 | 16,500(10) | D | ||||
Earnings Per Share Performance Based Restricted Stock Units | $0 | 04/17/2023 | A | 2,500 | (11) | (11) | Common Stock | 2,500 | $0 | 2,500 | D | ||||
Time Based Restricted Stock Units | $0 | 04/18/2023 | M | 3,424 | (2) | (2) | Common Stock | 3,424 | $0 | 13,334(12) | D |
Explanation of Responses: |
1. On April 16, 2023, the Reporting Person had Time-Based Restricted Stock Units (the "TBRSUs') vest in the amount of 1,753 shares of Common Stock. This issuance is pursuant to the 5,000 TBRSU award that was granted on April 16, 2021 and is adjusted for cash dividends. |
2. 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 10,000 TBRSU award that was granted on April 18, 2022 and is adjusted for cash dividends. |
3. 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. |
4. As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 5,000 shares of common stock at a price of $46.35 with Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; (b) options to acquire 25,000 shares of common stock at a price of $43.10 with Date Exercisable of 9/12/2019 and Expiration Date of 9/12/2028; (c) options to acquire 10,000 shares of common stock at a price of $42.31 with Date Exercisable of 9/10/2020 and Expiration Date of 9/10/2029; (d) options to acquire 10,000 shares of common stock at a price of $33.81 with Date Exercisable on 4/16/2021 and Expiration Date 4/16/2030; (e) options to acquire 5,000 shares of common stock at a price of $36.78 with Date Exercisable of 4/18/2023 and Expiration Date of 4/18/2032; |
5. and (f) options to acquire 2,500 shares of common stock at a price of $39.47 with Date Exercisable of 4/17/2024 and Expiration Date of 4/17/2033; all of which will vest ratably over three years on the anniversary of their respective grant date. |
6. On April 17, 2023, the Reporting Person was granted Time-Based Restricted Stock Units (the "TBRSUs") covering 5,000 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. |
7. On April 17, 2023, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 1,000 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. |
8. As of the date of this filing, the total number of PBRSUs owned by the Reporting Person includes (a) a target number of 1,000 shares of PBRSUs granted on April 16, 2021; (b) a target number of 1,000 shares of PBRSUs granted on April 18, 2022; and (c) a target number of 1,000 shares of PBRSUs granted on April 17, 2023; all to vest according to their respective three-year performance period. |
9. On April 17, 2023 the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 7,500 shares, the vesting of which is subject to Gemma Power Systems, LLC and its affiliates obtaining new renewable energy projects with an aggregate contract value exceeding certain identified hurdle amounts for each of the performance periods. The four performance periods cover three consecutive one-year periods each with a target number of 1,500 shares and a cumulative total at the end of the three-year performance period with a target number of 3,000 shares. The awards will be more fully described in the Issuer's 2023 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock. |
10. As of the date of this filing, the total number of RRSUs owned by the reporting person include (a) a remaining number of 3,000 shares of RRSUs granted on April 16, 2021; (b) a remaining number of 6,000 shares of RRSUs granted on April 18, 2022; and (c) a target number of 7,500 shares of RRSUs granted on April 17, 2023; all to vest according to their respective three-year performance schedule. |
11. 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. |
12. As of the date of this filing, the total number of TBRSUs owned by the reporting person include (a) 1,667 shares of TBRSUs granted on April 16, 2021; (b) 6,667 shares of TBRSUs granted on April 18, 2022; and (c) 5,000 shares of TBRSUs granted on April 17, 2023; all to vest according to their respective three-year vesting schedule. |
/s/ Charles E. Collins | 04/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |