UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)1
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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, 2020
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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 5 Pages
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1.
NAME OF REPORTING
PERSON
Forager
Capital Management, LLC
2.
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [
]
(b) [
]
3.
SEC USE
ONLY
4.
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5.
SOLE VOTING
POWER
758,452
6.
SHARED VOTING
POWER
0
7.
SOLE DISPOSITIVE
POWER
758,452
8.
SHARED DISPOSITIVE
POWER
0
9.
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,452
10.
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[
]
11.
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
6.28%
12.
TYPE OF REPORTING
PERSON
IA
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CUSIP
NO. 96924N100
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13G
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Page 3
of 5 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:
(e)
☒
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.
Item
4.
Ownership.
(a)
Amount Beneficially
Owned:
758,452
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CUSIP
NO. 96924N100
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13G
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Page 4
of 5 Pages
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(b)
Percent of
Class:
6.28%
(c)
Number of Shares as to Which Such Person has:
(i) Sole
Power to Vote or Direct the Vote.
758,452
(ii)
Shared Power to Vote or to Direct the Vote.
0
(iii)
Sole Power to Dispose or to Direct the Disposition of.
758,452
(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.
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 5
of 5 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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Dated: February 16,
2021
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Forager Capital Management,
LLC
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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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