SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment No.
)1
Under the
Securities Exchange Act of 1934
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WILLDAN GROUP,
INC.
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(Name of
Issuer)
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Common Stock
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(Title of Class of
Securities)
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96924N100
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(CUSIP
Number)
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December 31, 2019
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(Date of Event
Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to
which
this Schedule is filed
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☑
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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1
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosure
provided in a prior cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes)
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CUSIP NO.
96924N100
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13G
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Page 2 of 6
Pages
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1.
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Names of Reporting
Persons.
Forager Capital
Management, LLC
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2.
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Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship of
Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting
Power
601,082
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6.
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Shared Voting
Power
0
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7.
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Sole Dispositive
Power
601,082
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8.
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Shared Dispositive
Power
0
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9.
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Aggregate Amount
Beneficially Owned by each Reporting Person
601,082
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
[
]
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11.
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Percent of Class
Represented by Amount in Row 9
5.31%
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12.
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Type of Reporting
Person (See Instructions)
IA
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CUSIP NO.
96924N100
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13G
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Page 3 of 6
Pages
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SCHEDULE 13G
Item 1.
(a)
Name of Issuer:
Willdan
Group, Inc.
(b)
Address of Issuer's Principal Executive Offices:
2401
East Katella Avenue, Suite 300
Anaheim, CA
92806
Item 2.
(a)
Name of Person Filing:
Forager
Capital Management, LLC
(b)
Address of Principal Business Office, or if None,
Residence:
2024
3rd Ave.
N, Suite 201
Birmingham, AL
35203
(c)
Citizenship:
Forager
Capital Management, LLC – a Delaware limited liability
company
(d)
Title of Class of Securities:
Incorporated by
reference from the Cover Pages.
(e)
CUSIP Number:
Incorporated
by reference from the Cover Pages.
Item
3.
If
this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a)
☒ An investment adviser registered
under Section 203 of the Investment Advisers Act of 1940 or under
the laws of any state. This statement is being filed by Forager
Capital Management, LLC as a registered investment adviser. All of
the securities covered by this report are owned legally by Forager
Capital Management, LLC’s investment advisory clients and
none are owned directly or indirectly by Forager Capital
Management, LLC. As permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission that Forager
Capital Management, LLC is the beneficial owner of any of the
securities covered by this statement.
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CUSIP NO.
96924N100
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13G
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Page 4 of 6
Pages
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Item
4.
Ownership.
(a)
Amount Beneficially
Owned:
601,082
(b)
Percent of
Class:
5.31%
(c) Number
of Shares as to Which Such Person has:
(i) Sole
Power to Vote or Direct the Vote.
601,082
(ii)
Shared Power to Vote or to Direct the Vote.
0
(iii)
Sole Power to Dispose or to Direct the Disposition of.
601,082
(iv)
Shared Power to Dispose or to Direct the Disposition
of.
0
Item
5.
Ownership
of Five Percent (5%) or Less of a Class.
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the
following
Item
6.
Ownership
of More than Five Percent (5%) on Behalf of Another
Person.
Various
persons, including an investment fund and owners of the separate
accounts to which Forager Capital Management, LLC serves as
investment adviser, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the securities that are the subject of this schedule. Except as
may be otherwise indicated if this is a joint filing, not more than
5% of the class of securities that is the subject of this schedule
is owned by any one client advised by Forager Capital Management,
LLC.
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CUSIP NO.
96924N100
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13G
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Page 5 of 6
Pages
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Item
7.
Identification
and Classification of the Subsidiary which Acquired the Security
being Reported on by the Parent Holding Company.
Not
Applicable.
Item
8.
Identification
and Classification of Members of the Group.
Not
Applicable.
Item
9.
Notice
of Dissolution of Group.
Not
Applicable.
Item
10.
Certifications.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
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CUSIP NO.
96924N100
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13G
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Page 6 of 6
Pages
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SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Forager Capital Management,
LLC
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Dated: February 14,
2020
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By:
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/s/Johnathan Wilhelm
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Name:
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Johnathan Wilhelm
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Title:
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Partner
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