SEC Form 4 · accession 0001104659-18-024299
ARGAN INC · AGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hibbert Watson
Officer — SVP & CFO
Period of report
Apr 13, 2018
Accepted (ET)
Apr 16, 2018 · 8:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000100591
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 2,700 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option to purchase Common StockF1,F2 | $37.60 | Apr 13, 2018 | A | 32,000 | D | Apr 13, 2019 | Apr 13, 2028 | Common Stock | 32,000 | 102,000 | D |
| Performance-Based Restricted Stock UnitsF3,F4 | $0.00 | Apr 13, 2018 | A | 8,000 | D | — | — | Common Stock | 8,000 | 8,000 | D |
Explanation of responses
- F1On April 13, 2018, the Reporting Person received 10-year options to purchase 32,000 shares of the Issuer's common stock with an exercise price of $37.60 per share. The options will vest ratably over three years on each anniversary of the grant date starting from 04/13/2019.
- F2As 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; (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; and (c) options to acquire 32,000 shares of common stock at a price of $37.60 per share, subject to the aforementioned three-year ratably vesting schedule, with Date Exercisable of 04/13/2019 and Expiration Date of 04/13/2028.
- F3On April 13, 2018, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 8,000 shares (the "Target"), the vesting of which is subject to the percentile 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, versus the comparative TSRs of 12 peer public companies to be disclosed in the Issuer's 2018 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 percentile of the TSR.
- F4These PBRSUs are to vest in their entirety at the end of a three-year performance period as reported under footnote 3 above.