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 *
LEVINSON DANIEL
   2. Issuer Name and Ticker or Trading Symbol
ARGAN INC [AGX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
120 POST ROAD WEST, SUITE 101		 3. Date of Earliest Transaction (Month/Day/Year)
08/23/2012
(Street)

WESTPORT, CT 06880		 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 08/23/2012   X   32,000 A $ 7.75 32,000 I By MSR Advisors, Inc. (1)
Common Stock               879,730 I By MSR I SBIC, L.P. (2)
Common Stock               440,540 I By MSR Fund II L.P. (3)
Common Stock               3,000 I Tri-Lev LLC (4)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock $ 7.75 08/23/2012   X     32,000 04/29/2003 12/31/2012 Common Stock 32,000 $ 0 8,000 (5) I By MSR Advisors, Inc. (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEVINSON DANIEL
120 POST ROAD WEST
SUITE 101
WESTPORT, CT 06880		     X    

Signatures

 /s/ Daniel A. Levinson   08/29/2012
**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) Mr. Levinson is the president and sole shareholder of MSR Advisors, Inc. ("MSRA"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares and warrants owned by MSRA. Mr. Levinson disclaims beneficial ownership of all such shares and warrants owned by MSRA.
(2) Mr. Levinson is the managing member of MSR I SBIC Partners, LLC, which is the general partner of MSR I SBIC, L.P. ("MSRI LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRI LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRI LP.
(3) Mr. Levinson is the managing member of MSR Fund II GP, LLC, which is the general partner of MSR Fund II L.P. ("MSRII LP"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by MSRII LP. Mr. Levinson disclaims beneficial ownership of all such shares owned by MSRII LP.
(4) Mr. Levinson is the managing member of Tri-Lev LLC ("Tri-Lev"); therefore, Mr. Levinson may be deemed to indirectly beneficially own the shares owned by Tri-Lev. Mr. Levinson disclaims beneficial ownership of all such shares owned by Tri-Lev.
(5) Mr. Levinson directly owns stock options to purchase 30,000 shares of common stock.

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