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* EARLY CREIGHTON K (Last) (First) (Middle) 2401 EAST KATELLA AVE SUITE 300 (Street) ANAHEIM CA 92806 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/13/2021	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) Vice President and CFO	5. If Amendment, Date of 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

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	30,914(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	12/07/2025	Common Stock	27,347	9.08	D
Stock Option (Right to Buy)	(3)	10/31/2027	Common Stock	13,333	30.06	D

Explanation of Responses:

1. Includes 4,000 shares of restricted stock that vest in two equal installments on each of December 11, 2021 and December 11, 2022, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

2. Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of December 7, 2016, December 7, 2017 and December 7, 2018.

3. Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of October 31, 2018, October 31, 2019 and October 31, 2020.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Creighton K. Early	04/19/2021
	** 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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Exhibit 24

 

POWER OF ATTORNEY

 

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144

 

The undersigned hereby constitutes and appoints each of Micah Chen, Vice President, General Counsel of Willdan Group, Inc. (the “Company”), so long as he is employed at the Company, and Regina Braman, of O’Melveny & Myers LLP (“OMM”), outside counsel to the Company, so long as she is employed at OMM, as his true and lawful attorney-in-fact and agent (each, an “Attorney-In-Fact”), with full power of substitution and resubstitution for him and in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any of the securities of the undersigned, the following:

 

(i)

any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

 

(ii)

any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

 

(iii)

any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

 

(iv)

any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

 

(v)

any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

 

(vi)

any and all agreements, certificates, receipts, or other documents in connection therewith.

 

The undersigned hereby gives full power and authority to each Attorney-In-Fact to seek and obtain as his representative and on his behalf, information on transactions in the securities of the undersigned from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release such information to each Attorney-In-Fact and approves and ratifies any such release of information.

 

The undersigned hereby grants unto each Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.

 

The undersigned acknowledges that:

 

(i)

neither the Company nor any Attorney-In-Fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

 

 

(ii)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to each Attorney-In-Fact.

 

[Remainder of Page Intentionally Left Blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of April 2021.

 

 

	/s/ Creighton K. Early
	Creighton K. Early

 

[Signature Page - Power of Attorney]