Edgar Filing: Flanders Cynthia

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

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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)
12/12/2018

(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								15,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option to purchase Common Stock

$ 41.19

12/12/2018

10,000 ⁽¹⁾

12/12/2019

12/12/2028

Common Stock

10,000

$ 0

57,000 ⁽²⁾ ⁽³⁾

Reporting Owners

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

Signatures

/s/ Cynthia Flanders		12/13/2018
^**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 12, 2018 (the "Grant Date"), the Reporting Person received 10-year options, vesting ratably over three years on each anniversary date from the Grant Date, to purchase 10,000 shares of the Issuer's common stock with an exercise price of $41.19 per share.
(2)	As of the date of this filing, the total number of options owned by the Reporting Person includes (a) options to acquire 7,000 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; (b) 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; (c) 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;
(3)	(d) options to acquire 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; (e) options to acquire 10,000 shares of common stock at a price of $46.35 per share with Date Exercisable of 1/11/2019 and Expiration Date of 1/11/2028; and (f) options to acquire 10,000 shares of common stock at a price of $41.19 per share with initial Date Exercisable beginning on 12/12/2019 and Expiration Date of 12/12/2028.

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