Sec Form 4 Filing - Deily Richard H @ ARGAN INC - 2022-09-13

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Deily Richard H 2. Issuer Name and Ticker or Trading Symbol ARGAN INC [ AGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF FINANCIAL OFFICER (Last) (First) (Middle) 1 CHURCH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2022 (Street) ROCKVILLE, MD20850 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Time-Based Restricted Stock Units $ 0 09/13/2022 A 12,500 ( 1 ) ( 1 ) Common Stock 12,500 $ 0 18,334( 2 ) D Performance-Based Restricted Stock Units $ 0 09/13/2022 A 2,500 ( 3 ) ( 3 ) Common Stock 2,500 $ 0 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deily Richard H 1 CHURCH STREET SUITE 201 ROCKVILLE, MD20850 CHIEF FINANCIAL OFFICER Signatures /s/ Richard H. Deily 09/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 13, 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 9/13/2023. ( 2 )As of the date of this filing, the total number of TBRSUs beneficially owned by the Reporting Person includes (a) 2,334 shares of TBRSUs granted on April 16, 2021; (b) 3,500 shares of TBRSUs granted on April 18, 2022; and (c) 12,500 shares of TBRSUs granted on September 13, 2022. All are to vest pursuant to their respective three year vesting schedule similar to the one described in footnote 1 above. ( 3 )On September 13, 2022, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 2,500 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 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.

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