Sec Form 4 Filing - BOSSELMANN RAINER H @ ARGAN INC - 2017-01-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BOSSELMANN RAINER H 2. Issuer Name and Ticker or Trading Symbol ARGAN INC [ AGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board & CEO (Last) (First) (Middle) 16715 THURSTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2017 (Street) DICKERSON, MD20842 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 Common Stock 01/25/2017 M 50,000 ( 1 ) A $ 27.09 362,901 D Common Stock 01/25/2017 S 12,600 ( 2 ) D $ 76.0471 350,301 D Common Stock 01/26/2017 S 22,807 ( 3 ) D $ 75.0644 327,494 D Common Stock 01/27/2017 S 83 ( 4 ) D $ 75 327,411 ( 5 ) D

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 Stock Option to purchase Common Stock $ 27.09 01/25/2017 M 50,000 ( 1 ) 04/16/2015 04/16/2024 Common Stock 50,000 $ 0 125,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOSSELMANN RAINER H 16715 THURSTON ROAD DICKERSON, MD20842 X Chairman of the Board & CEO Signatures /s/ Rainer H. Bosselmann 01/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 25, 2017, the Reporting Person exercised his stock option received pursuant to an agreement dated April 16, 2014 to purchase 50,000 shares of the Issuer's common stock at a price of $27.09 per share. ( 2 )On January 25, 2017, the Reporting Person sold 12,600 shares of the Issuer's common stock which were acquired pursuant the exercise of stock options on the same day [see footnote 1 above] on the open market at a price of $76.0471 per share. ( 3 )On January 26, 2017, the Reporting Person sold 22,807 shares of the Issuer's common stock which were acquired pursuant the exercise of stock options on January 25, 2017 [see footnote 1 above] on the open market at a price of $75.0644 per share. ( 4 )On January 27, 2017, the Reporting Person sold 83 shares of the Issuer's common stock which were acquired pursuant the exercise of stock options on January 25, 2017 [see footnote 1 above] on the open market at a price of $75.00 per share. ( 5 )2,241 shares are held by Rainer and Beverley Bosselmann, as joint tenants, and the remaining shares are held by Rainer Bosselmann. ( 6 )As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 25,000 shares of common stock at a price of $16.37 per share with Date Exercisable of 03/07/2014 and Expiration Date of 03/07/2023; (b) options to acquire 50,000 shares of common stock at a price of $32.68 with Date Exercisable of 04/16/2016 and Expiration Date of 04/16/2025; and (c) options to acquire 50,000 shares of common stock at a price of $33.85 per share with Date Exercisable of 04/13/2017 and Expiration Date of 04/13/2026.

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.