SEC Filing | Willdan Group, Inc.

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SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WHITELAW PAUL MILTON

(Last)

(First)

(Middle)

2401 E. KATELLA AVE

SUITE 300

(Street)

ANAHEIM

92806

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2018

3. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc. [ WLDN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Business Development

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/20/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,085⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	03/26/2022	Common Stock	1,000	3.84	D
Stock Option (Right to Buy)	⁽⁴⁾	05/05/2026	Common Stock	15,000	10.81	D
Stock Option (Right to Buy)	⁽⁵⁾	11/02/2026	Common Stock	20,000	16.09	D
Stock Option (Right to Buy)	⁽⁶⁾	03/08/2027	Common Stock	6,670	28.19	D
Stock Option (Right to Buy)	⁽⁷⁾	10/31/2027	Common Stock	6,670	30.06	D

Explanation of Responses:

1. Includes (i) 889 shares of restricted stock that vest in two substantially equal installments on each of March 8, 2019 and March 8, 2020 and (ii) 1,333 shares of restricted stock that vest in three substantially equal installments on each of October 31, 2018, October 18, 2019 and October 18, 2020.

2. The original Form 3 inadvertently included an additional 172 shares in the total amount of securities beneficially owned.

3. The option became exercisable in three substantially equal installments on each of March 26, 2013, March 26, 2014 and March 26, 2015.

4. The option is exercisable in three substantially equal installments. The first installment became exercisable on May 5, 2017, and the next two installments will become exercisable on each of May 5, 2018 and May 5, 2019.

5. The option is exercisable in three substantially equal installments. The first installment became exercisable on November 2, 2017, and the next two installments will become exercisable on each of November 2, 2018 and November 2, 2019.

6. The option is exercisable in three substantially equal installments. The first installment became exercisable on March 8, 2018, and the next two installments will become exercisable on each of March 8, 2019 and March 8, 2020.

7. The option becomes exercisable in three substantially equal installments on each of October 31, 2018, October 31, 2019 and October 31, 2020.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney. This amended Form 3 is filed to accurately report the amount of securities beneficially owned.

	/s/ Stacy McLaughlin, Attorney-in-fact for Paul Milton Whitelaw	03/30/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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