Sec Form 4 Filing - Watson David Hibbert @ ARGAN INC - 2017-04-13

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 Watson David Hibbert 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) SVP & CFO (Last) (First) (Middle) C/O ARGAN, INC.,, ONE CHURCH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2017 (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 04/13/2017 M 2,554 ( 1 ) A $ 33.85 3,904 D Common Stock 04/13/2017 S 2,204 ( 2 ) D $ 66 1,700 D Common Stock 04/17/2017 M 7,446 ( 3 ) A $ 33.85 9,146 D Common Stock 04/17/2017 S 6,446 ( 4 ) D $ 65.07 2,700 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 04/13/2017 M 2,554 ( 1 ) 04/13/2017 04/13/2026 Common Stock 2,554 $ 0 77,446 D Stock Option to purchase Common Stock $ 33.85 04/17/2017 M 7,446 ( 3 ) 04/13/2017 04/13/2026 Common Stock 7,446 $ 0 70,000 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Watson David Hibbert C/O ARGAN, INC., ONE CHURCH STREET, SUITE 201 ROCKVILLE, MD20850 SVP & CFO Signatures /s/ David Watson 04/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 13, 2017, the Reporting Person exercised his stock option received on April 13, 2016 to purchase 2,554 shares of the Issuer's common stock at a price of $33.85 per share. ( 2 )On April 13, 2017, the Reporting Person sold 2,204 shares of the Issuer's common stock on the open market at an average price of $66.00 per share. ( 3 )On April 17, 2017, the Reporting Person exercised his stock option received on April 13, 2016 to purchase 7,446 shares of the Issuer's common stock at a price of $33.85 per share. ( 4 )On April 17, 2017, the Reporting Person sold 6,446 shares of the Issuer's common stock on the open market at an average price of $65.07 per share. ( 5 )As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 30,000 shares of common stock at a price of $41.68 with Date Exercisable of 06/23/2017 and Expiration Date of 06/23/2026; and (b) options to acquire 40,000 shares of common stock at a price of $64.25 per share with Date Exercisable of 04/06/2018 and Expiration Date of 04/06/2027.

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).

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