Sec Form 4 Filing - MITCHELL W G CHAMPION @ ARGAN INC - 2019-04-24

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 MITCHELL W G CHAMPION 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3009 RIVER LANE 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2019 (Street) NEW BERN, NC28562 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 04/24/2019 M 53,333 ( 1 ) ( 2 ) A $ 25.94 53,333 D Common Stock 04/25/2019 S 7,788 ( 3 ) D $ 49.73 45,545 D Common Stock 04/26/2019 S 17,212 ( 4 ) D $ 49.27 28,333 D Common Stock 7,500 I Through MMAB, LLC

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 ( 1 ) ( 2 ) 04/24/2019 M 53,333 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 53,333 ( 1 ) ( 2 ) $ 0 26,667 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MITCHELL W G CHAMPION 3009 RIVER LANE NEW BERN, NC28562 X Signatures /s/ W.G. Champion Mitchell 04/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 24, 2019, the Reporting Person exercised his stock option to purchase (i) 5,000 shares of the Issuer's common stock at a price of $12.43 per share with a Date Exercisable 12/17/2010 and Expiration Date of 12/17/2019; (ii) 5,000 shares of the Issuer's common stock at a price of $17.33 with a Date Exercisable of 12/20/2012 and Expiration Date of 12/20/2021; (iii) 10,000 shares of the Issuer's common stock at a price of $18.87 per share with Date Exercisable of 12/18/2013 and Expiration Date of 12/18/2022; (iv) 10,000 shares of the Issuer's common stock at a price of $26.88 per share with Date Exercisable of 12/17/2014 and Expiration date of 12/17/2023; ( 2 )(v) 10,000 shares of the Issuer's common stock at a price of $31.82 per share with Date Exercisable of 12/11/2015 and Expiration Date of 12/11/2024; (vi) 10,000 shares of the Issuer's common stock at a price of $30.44 per share with Date Exercisable 1/7/2017 and Expiration Date of 1/7/2026; and (vii) 3,333 shares of the Issuer's common stock at a price of $46.35 per share Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028. The average exercise price per share of the Issuer's common stock was $25.94. ( 3 )On April 25, 2019, the Reporting Person sold 7,788 shares of the Issuer's common stock on the open market at an average price of $49.73 per share. ( 4 )On April 26, 2019, the Reporting Person sold 17,212 shares of the Issuer's common stock on the open market at an average price of $49.27 per share. ( 5 )As of the date of this filing, the Reporting Person owns options to purchase (i) 10,000 shares of common stock at a price of $71.75 per share with Date Exercisable of 1/5/2018 and Expiration Date of 1/5/2027; (ii) 6,667 shares of common stock at a price of $46.35 per share, subject to a three-year ratably vesting schedule, with Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; and (iii) options to acquire shares of common stock at a price of $41.19 per share, subject to a three-year ratably vesting schedule, with initial Date Exercisable beginning on 12/12/2019 and Expiration date of 12/12/2028.

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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