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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Flanders Cynthia   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) 10006 WILDWOOD RD 3. Date of Earliest Transaction (Month/Day/Year) 09/26/2016 (Street) KENSYINGTON, MD 20895 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/26/2016   M   10,000 (1) A $ 14.05 22,000 D   Common Stock 09/26/2016   S   10,000 (2) D $ 57.2366 12,000 D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

$ 14.05

09/26/2016

M

10,000 (3)

04/10/2010

04/09/2019

Common Stock

10,000

$ 0

45,000 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Flanders Cynthia 10006 WILDWOOD RD KENSYINGTON, MD 20895	X

Signatures

/s/ Cynthia Flanders		09/27/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On September 26, 2016, the Reporting Person purchased 10,000 shares of the Issuer's common stock with an exercise price of $14.05 per share through an cashless exercise of her stock option received pursuant to an agreement dated April 9, 2010.
(2)	On September 26, 2016, the Reporting Person sold the 10,000 shares of the Issuer's common stock which were acquired pursuant to the exercise of stock options on September 26, 2016 [see footnote 1 above] on the open market at a price of $57.2366 per share.
(3)	On September 26, 2016, the Reporting Person exercised her stock option with an exercise price of $14.05 per share to purchase 10,000 shares of the Issuer's common stock [see footnote 1 above].
(4)	The total number of options owned by the Reporting Person includes options to acquire 45,000 shares of the Issuer's Common Stock with Exercise Prices ranging from $17.33 to $31.82 with Dates Exercisable ranging from December 20, 2012 to January 7, 2017 and Expiration Dates ranging from December 20, 2021 to January 7, 2026.

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