Form 4 for AGX ARGAN INC
Accepted 2024-04-18 00:00:00 ET · period of report 2024-04-16 · accession 0001415889-24-011154 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-04-18 | 2024-04-16+ | AGX | Collins Charles Edwin IV | CEO, GEMMA | M - OptEx | $0.00 | +5,442 | 11.5K | +90% | $0 |
| DM | 2024-04-18 | 2024-04-16 | AGX | Collins Charles Edwin IV | CEO, GEMMA | A - Grant | $0.00 | +13.5K | 4,500 | New | $0 |
| DM | 2024-04-18 | 2024-04-16+ | AGX | Collins Charles Edwin IV | CEO, GEMMA | M - OptEx | $0.00 | -9,666 | 20.0K | -33% | $0 |
| DM | 2024-04-18 | 2024-04-16+ | AGX | Collins Charles Edwin IV | CEO, GEMMA | D - Sale to Iss | $0.00 | -4,000 | 3,000 | -57% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-04-16 | M | A | 964 | $0.00 | 7,846 | D | — | — | (F1) Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2021, 1,666 shares of Common Stock became issuable to the Reporting Person on April 16, 2024. |
| 2 | Common | Common Stock | 2024-04-18 | M | A | 848 | $0.00 | 12,324 | D | — | — | (F5) Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 18, 2022, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 18, 2024. |
| 3 | Common | Common Stock | 2024-04-17 | M | A | 918 | $0.00 | 8,764 | D | — | — | (F2) Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 1,667 shares of Common Stock became issuable to the Reporting Person on April 17, 2024. |
| 4 | Common | Common Stock | 2024-04-17 | M | A | 826 | $0.00 | 9,590 | D | — | — | (F3) Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 17, 2023, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 17, 2024. |
| 5 | Common | Common Stock | 2024-04-18 | M | A | 1,886 | $0.00 | 11,476 | D | — | — | (F4) Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 18, 2022, 3,333 shares of Common Stock became issuable to the Reporting Person on April 18, 2024. |
| 6 | Derivative | Performance Based Restricted Stock Units | 2024-04-16 | A | A | 1,000 | $0.00 | 4,000 | D | $0.00 · — to — | 1,000 Common Stock | (F8) On April 16, 2024, the Reporting Person was granted Performance-Based Restricted Stock Units (the "PBRSUs") in the target number of 1,000 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 2024 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. |
| 7 | Derivative | Time Based Restricted Stock Units | 2024-04-16 | A | A | 4,000 | $0.00 | 15,668 | D | $0.00 · — to — | 4,000 Common Stock | (F7) On April 16, 2024 the Reporting Person was granted TRSUs covering 4,000 shares of common stock. The TRSUs will vest in equal installments on each of the next three anniversaries of the grant date starting on 4/16/2025. |
| 8 | Derivative | Option to Purchase Common Stock | 2024-04-16 | A | A | 1,500 | $0.00 | 59,000 | D | $61.22 · 2025-04-16 to 2034-04-16 | 1,500 Common Stock | (F6) On April 16, 2024, the Reporting Person received 10-year options to purchase 1,500 shares of the Issuer's common stock with an exercise price of $61.22 per share. The options will vest ratably over three years on each anniversary of the grant date starting on 4/16/2025. |
| 9 | Derivative | Time Based Restricted Stock Units | 2024-04-16 | M | D | 1,666 | $0.00 | 11,668 | D | $0.00 · — to — | 1,666 Common Stock | (F1) Pursuant to the three-year vesting schedule of the Time-Based Restricted Stock Unit ("TRSU") awarded to the Reporting Person on April 16, 2021, 1,666 shares of Common Stock became issuable to the Reporting Person on April 16, 2024. |
| 10 | Derivative | Renewable Performance Based Restricted Stock Units | 2024-04-18 | D | D | 3,000 | $0.00 | 15,500 | D | $0.00 · — to — | 3,000 Common Stock | (F12) RRSUs awarded on 4/18/2022 were forfeited due to failure to achieve the required renewable projects hurdle. |
| 11 | Derivative | Renewable Performance Based Restricted Stock Units | 2024-04-18 | M | D | 1,500 | $0.00 | 18,500 | D | $0.00 · — to — | 1,500 Common Stock | (F5) Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 18, 2022, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 18, 2024. |
| 12 | Derivative | Time Based Restricted Stock Units | 2024-04-18 | M | D | 3,333 | $0.00 | 10,668 | D | $0.00 · — to — | 3,333 Common Stock | (F4) Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 18, 2022, 3,333 shares of Common Stock became issuable to the Reporting Person on April 18, 2024. |
| 13 | Derivative | Performance Based Restricted Stock Units | 2024-04-16 | D | D | 1,000 | $0.00 | 3,000 | D | $0.00 · — to — | 1,000 Common Stock | (F9) PRSUs awarded on 4/16/2021 were forfeited due to failure to achieve the required TSR ranking. |
| 14 | Derivative | Renewable Performance Based Restricted Stock Units | 2024-04-16 | A | A | 5,000 | $0.00 | 21,500 | D | $0.00 · — to — | 5,000 Common Stock | (F10) On April 16, 2024 the Reporting Person was granted Renewable Performance-Based Restricted Stock Units (the "RRSUs") in the target number of 5,000 shares, the vesting of which is subject to Gemma Power Systems, LLC and its affiliates obtaining new renewable energy projects with an aggregate contract value exceeding certain identified hurdle amounts for each of the performance periods. The four performance periods cover three consecutive one-year periods each with a target number of 1,000 shares and a cumulative total at the end of the three-year performance period with a target number of 2,000 shares. The awards will be more fully described in the Issuer's 2024 Proxy Statement. Each RRSU represents a contingent right to receive one share of the Issuer's common stock. |
| 15 | Derivative | Earnings Per Share Performance Based Restricted Stock Units | 2024-04-16 | A | A | 2,000 | $0.00 | 4,500 | D | $0.00 · — to — | 2,000 Common Stock | (F11) On April 16, 2024, the Reporting Person was granted Earnings Per Share Performance-Based Restricted Stock Units ("EPSRSUs") in the target number of 2,000 shares, the vesting of which is subject to the sum of Earnings Per Share ("EPS") for fiscal years ending January 31, 2025, 2026 and 2027 compared to target compounded growth EPS amounts based on the sum of EPS for the fiscal years ended January 31, 2022, 2023 and 2024. The pay-out ratio of the Target, ranging from 0% to 200%, will depend on the degree of achievement of the EPS ranking at the end of the three-year performance period. |
| 16 | Derivative | Time Based Restricted Stock Units | 2024-04-17 | M | D | 1,667 | $0.00 | 14,001 | D | $0.00 · — to — | 1,667 Common Stock | (F2) Pursuant to the three-year vesting schedule of the TRSU awarded to the Reporting Person on April 17, 2023, 1,667 shares of Common Stock became issuable to the Reporting Person on April 17, 2024. |
| 17 | Derivative | Renewable Performance Based Restricted Stock Units | 2024-04-17 | M | D | 1,500 | $0.00 | 20,000 | D | $0.00 · — to — | 1,500 Common Stock | (F3) Pursuant to the one-year performance period vesting schedule of the RRSU awarded to the Reporting Person on April 17, 2023, 1,500 shares of the Issuer's Common stock became issuable to the Reporting Person on April 17, 2024. |