Sec Form 4 Filing - BOSSELMANN RAINER H @ ARGAN INC - 2021-04-16

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 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O ARGAN, INC.,, ONE CHURCH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2021 (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 349,895 ( 1 ) 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 $ 54.6 04/16/2021 A 12,500 ( 2 ) 04/16/2022 04/16/2031 Common Stock 10,000 $ 0 307,500 ( 3 ) ( 4 ) D Performance-Based Restricted Stock Units $ 0 04/16/2021 A 12,500 ( 5 ) ( 5 ) ( 5 ) Common Stock 12,500 $ 0 35,000 ( 6 ) D Time-Based Restricted Stock Units $ 0 04/16/2021 A 12,500 ( 7 ) ( 7 ) ( 7 ) Common Stock 12,500 $ 0 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOSSELMANN RAINER H C/O ARGAN, INC., ONE CHURCH STREET, SUITE 201 ROCKVILLE, MD20850 Chairman & CEO Signatures /s/ Rainer H. Bosselmann 04/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )2,241 shares are held by Rainer and Beverley Bosselmann, as joint tenants, and the remaining shares are held directly by Rainer Bosselmann. ( 2 )On April 16, 2021, the Reporting Person received 10-year options to purchase 12,500 shares of the Issuer's common stock with an exercise price of $54.60 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/16/2022. ( 3 )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; (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; (d) options to acquire 50,000 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; (e) options to acquire 40,000 shares of common stock at a price of $37.60 per share with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028; ( 4 )(f) options to acquire 40,000 shares of common stock at a price of $50.30 per share with Date Exercisable of 4/12/2020 and Expiration Date of 4/12/2029; (g) options to acquire 40,000 shares of common stock at a price of $33.81 per share with Date Exercisable 4/16/2021 and Expiration Date of 4/16/2030; and (h) options to acquire 12,500 shares of common stock at a price of $54.60 with Date Exercisable of 4/16/2022 and Expiration Date of 4/16/2031, all of which are subject to the aforementioned three-year ratably vesting schedule. ( 5 )On April 16, 2021, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 12,500 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 to be disclosed in the Issuer's 2021 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. ( 6 )As of the date of this filing, the remaining number of PBRSUs beneficially owned by the Reporting Person includes (a) a target number of 10,000 shares of PBRSUs granted on April 12, 2019; (b) a target number of 12,500 shares of PBRSUs granted on April 16, 2020; and (c) a target number of 12,500 shares of PBRSUs granted on April 16, 2021, all to vest in their entirety at the end of a three-year performance period as generally reported under footnote 5 above. ( 7 )On April 16, 2021, 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 04/16/2022.

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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