Sec Form 4 Filing - Deily Richard H @ ARGAN INC - 2017-01-06

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) Vice President (Last) (First) (Middle) C/O ARGAN, INC., ONE CHURCH, STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2017 (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 Common Stock 01/06/2017 M 2,650 ( 1 ) A $ 16.47 2,650 D Common Stock 01/06/2017 S 2,650 ( 2 ) D $ 72.0075 0 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 $ 33.85 ( 3 ) 04/13/2017( 3 ) 04/13/2026( 3 ) Common Stock 10,000 ( 3 ) 10,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deily Richard H C/O ARGAN, INC., ONE CHURCH STREET, SUITE 201 ROCKVILLE, MD20850 Vice President Signatures /s/ Richard H. Deily 01/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 6, 2017, the Reporting Person exercised his stock option received pursuant to an agreement dated April 2, 2012 to purchase 2,650 shares of the Issuer's common stock at a price of $16.47 per share. ( 2 )On January 6, 2017, the Reporting Person sold 2,650 shares of the Issuer's common stock on the open market at a price of $72.0075 per share. ( 3 )As of the date of this Filing, the Reporting Person does not own any share of common stock of the Issuer other than options to purchase a total of 10,000 shares of common stock at the price of $33.85 per share with the date exercisable of 04/13/2017 and expiration date of 04/13/2026. (Note: In the Form 4's previously filed by the Reporting Person on April 15, 2016, July 14, 2016, September 19, 2016 and October 4, 2016, there included an inadvertent typo regarding the expiration date of the options as 04/13/2027.)

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).

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