Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
12/21/2016
(Street)

KENSINGTON, 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 12/21/2016   M   5,000 (1) A $ 17.33 17,000 D  
Common Stock 12/21/2016   S   5,000 (2) D $ 74.43 12,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 $ 17.33 12/21/2016   M     5,000 (3) 12/20/2012 12/20/2021 Common Stock 5,000 $ 0 40,000 (4) D  

Reporting Owners

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

Signatures

 /s/ Cynthia Flanders   12/22/2016
**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 December 21, 2016, the Reporting Person purchased 5,000 shares of the Issuer's common stock with an exercise price of $17.33 per share through an cashless exercise of her stock option received on December 20, 2011.
(2) On December 21, 2016, the Reporting Person sold the 5,000 shares of the Issuer's common stock which were acquired pursuant to the exercise of stock options on the same day [see footnote 1 above] on the open market at a price of $74.43 per share [see footnote 1 above].
(3) On December 21, 2016, the Reporting Person exercised her stock option with an exercise price of $17.33 per share to purchase 5,000 shares of the Issuer's common stock [see footnote 1 above].
(4) As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 10,000 shares of the Issuer's common stock at a price $18.87 with Date Exercisable of 12/18/2013 and Expiration Date of 12/18/2022, (b) options to acquire 10,000 shares of common stock at a price of $26.88 per share with Date Exercisable of 12/17/2014 and Expiration Date of 12/17/2023; (c) options to acquire 10,000 shares of common stock at a price of $31.82 with Date Exercisable of 12/11/2015 and Expiration Date of 12/11/2024; and (d) options to acquire 10,000 shares of common stock at a price of $30.44 per share with Date Exercisable of 1/7/2017 and Expiration Date of 1/7/2026.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.