SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment No.
2)*
Under the
Securities Exchange Act of 1934
|
|
WILLDAN GROUP,
INC.
|
|
|
|
(Name of
Issuer)
|
|
|
|
|
|
|
|
Common Stock, par
value $0.01 per share
|
|
|
|
(Title of Class of
Securities)
|
|
|
|
|
|
|
|
96924N100
|
|
|
|
(CUSIP
Number)
|
|
|
|
|
|
|
|
September 23,
2021
|
|
|
|
(Date of Event
Which Requires Filing of this Statement)
|
|
|
|
|
|
Check the
appropriate box to designate the rule pursuant to
which
this Schedule is filed
|
☐
|
Rule
13d-1(b)
|
|
☑
|
Rule
13d-1(c)
|
|
☐
|
Rule
13d-1(d)
|
*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 disclosures 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).
CUSIP
No.
|
1.
|
Names of Reporting
Persons.
Forager Fund,
LP
|
||
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
||
|
3.
|
SEC Use
Only
|
||
|
4.
|
Citizenship of
Place of Organization
Delaware
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting
Power
852,087
|
|
|
6.
|
Shared Voting
Power
0
|
||
|
7.
|
Sole Dispositive
Power
852,087
|
||
|
8.
|
Shared Dispositive
Power
0
|
||
|
9.
|
Aggregate Amount
Beneficially Owned by each Reporting Person
852,087
|
||
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
||
|
11.
|
Percent of Class
Represented by Amount in Row 9
6.7%
|
||
|
12.
|
Type of Reporting
Person (See Instructions)
PN
|
||
CUSIP
No.
|
1.
|
Names of Reporting
Persons.
Forager Capital
Management, LLC
|
||
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
||
|
3.
|
SEC Use
Only
|
||
|
4.
|
Citizenship of
Place of Organization
Delaware
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting
Power
1,303,5121
|
|
|
6.
|
Shared Voting
Power
0
|
||
|
7.
|
Sole Dispositive
Power
1,303,512
|
||
|
8.
|
Shared Dispositive
Power
0
|
||
|
9.
|
Aggregate Amount
Beneficially Owned by each Reporting Person
1,303,512
|
||
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
||
|
11.
|
Percent of Class
Represented by Amount in Row 9
10.2%
|
||
|
12.
|
Type of Reporting
Person (See Instructions)
IA
|
||
CUSIP
No.
|
1.
|
Names of Reporting
Persons.
Edward Kissel
|
||
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
||
|
3.
|
SEC Use
Only
|
||
|
4.
|
Citizenship of
Place of Organization
USA
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting
Power
11,402
|
|
|
6.
|
Shared Voting
Power
1,303,5122
|
||
|
7.
|
Sole Dispositive
Power
11,402
|
||
|
8.
|
Shared Dispositive
Power
1,303,512
|
||
|
9.
|
Aggregate Amount
Beneficially Owned by each Reporting Person
1,314,914
|
||
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
||
|
11.
|
Percent of Class
Represented by Amount in Row 9
10.3%
|
||
|
12.
|
Type of Reporting
Person (See Instructions)
HC;
IN
|
||
CUSIP
No.
|
1.
|
Names of Reporting
Persons.
Robert MacArthur
|
||
|
2.
|
Check the
Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
||
|
3.
|
SEC Use
Only
|
||
|
4.
|
Citizenship of
Place of Organization
USA
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting
Power
271
|
|
|
6.
|
Shared Voting
Power
1,303,5123
|
||
|
7.
|
Sole Dispositive
Power
271
|
||
|
8.
|
Shared Dispositive
Power
1,303,512
|
||
|
9.
|
Aggregate Amount
Beneficially Owned by each Reporting Person
1,303,783
|
||
|
10.
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
||
|
11.
|
Percent of Class
Represented by Amount in Row 9
10.2%
|
||
|
12.
|
Type of Reporting
Person (See Instructions)
HC;
IN
|
||
ITEM 1:
(a) Name
of Issuer:
Willdan
Group, Inc. (the “Issuer”)
(b) Address of Issur’s Principal Executive
Offices:
2401
East Katella Avenue, Suite 300
Anaheim,
CA 92806
ITEM
2:
(a)
Name of Person Filing:
This
joint statement on Schedule 13G is being filed by Edward Kissel,
Robert MacArthur, Forager Capital Management, LLC, a Delaware
limited liability company (the “Investment Adviser”), and Forager
Fund, LP, a Delaware limited partnership (the “Fund” and, together with Mr.
Kissel, Mr. MacArthur and the Investment Adviser, the
“Reporting
Persons”).
The Reporting Persons
have entered into a Joint Filing Agreement, a copy of which is
filed as
Exhibit 1 to this Schedule 13G,
pursuant to which they have agreed to file this Schedule 13G
jointly in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
(b)
Address of Principal Business Office or, if None,
Residence:
The
business address of each of the Reporting Persons is 2024 3rd Ave.
N, Suite 201, Birmingham, AL 35203.
(c)
Citizenship:
The
Fund is a Delaware limited partnership; the Investment Adviser is a
Delaware limited liability company;Mr. Kissel is a citizen of the
United States; and Mr. MacArthur is a citizen of the United
States.
(d)
Title of Class of Securities:
Common
stock, par value $0.01 per share (the “Common Stock”).
(e)
CUSIP
Number:
96924N100
ITEM
3: NOT APPLICABLE
ITEM
4: OWNERSHIP.
As of
October __, 2021, the Reporting Persons, in the aggregate,
beneficially owned 1,315,185 shares of Common Stock of the Issuer,
representing approximately 10.3% of such class of securities. The
beneficial ownership of each Reporting Person is as follows: (i)
the Fund beneficially owns 852,087 shares of Common Stock
representing approximately 6.7% of the class; (ii) the Investment
Adviser, as the sole general partner of the Fund and as the
investment adviser of a separate account, beneficially owns
1,303,512 shares of Common Stock representing approximately 10.2%
of the class; (iii) Mr. Kissel, as the managing partner of the
Investment Adviser, beneficially owns 1,314,914 shares of Common
Stock representing approximately 10.3% of the class; and (iv) Mr.
MacArthur, as the managing partner of the Investment Adviser,
beneficially owns 1,303,783 shares of Common Stock representing
approximately 10.2% of the class. The percentages of
beneficial ownership reported herein, and on each Reporting
Person’s cover page to this Schedule 13G, are based on a
total of 12,752,439 shares of the Common Stock issued and
outstanding as of August 4, 2021, as reported in most recent
quarterly report of the Issuer on Form 10-Q for its fiscal quarter
ended July 2, 2021.
Each of
the Fund and the Investment Adviser has the sole power to vote and
dispose of the shares of Common Stock beneficially owned by such
entity (as described above). Mr. Kissel has the sole power to vote
and dispose of 11,402 shares of Common Stock, and has the shared
power to vote and dispose of 1,303,512 shares of Common Stock. Mr.
MacArthur has the sole power to vote and dispose of 271 shares of
Common Stock, and has the shared power to vote and dispose of
1,303,512 shares of Common Stock.
ITEM
5: OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
Not
applicable.
ITEM
6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON.
Owners
of the separate accounts to which the Investment Adviser 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,
Common Stock.
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 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, other
than activities solely in connection with a nomination under §
240.14a-11.
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.
DATE:
October __,
2021
FORAGER
FUND, LP
By:
Forager Capital Management, LLC,
its
General Partner
By:
/s/ Robert
MacArthur
Robert
MacArthur
Managing
Partner
FORAGER
CAPITAL MANAGEMENT, LLC
By:
/s/ Robert
MacArthur
Robert
MacArthur
Managing
Partner
EDWARD
KISSEL
/s/ Edward Kissel
Edward
Kissel
ROBERT
MACARTHUR
/s/ Robert MacArthur
Robert
MacArthur
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree, as of October __, 2021, that only one
statement containing the information required by Schedule 13G, and
each amendment thereto, need be filed with respect to the ownership
by each of the undersigned of shares of common stock of Willdan
Group, Inc., a Delaware corporation, and such statement to which
this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of
each of the undersigned.
FORAGER
FUND, LP
By:
Forager Capital Management, LLC,
its
General Partner
By:
/s/ Robert
MacArthur
Robert
MacArthur
Managing
Partner
FORAGER
CAPITAL MANAGEMENT, LLC
By:
/s/ Robert
MacArthur
Robert
MacArthur
Managing
Partner
EDWARD
KISSEL
/s/ Edward Kissel
Edward
Kissel
ROBERT
MACARTHUR
/s/ Robert MacArthur
Robert
MacArthur
Exhibit 2
CONFIRMING STATEMENT
This
Statement confirms that the undersigned has authorized and
designated Robert MacArthur to execute and file on the
undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D
and 13G (including any amendments thereto) that the undersigned may
be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned’s ownership of or
transactions in securities of Willdan Group, Inc., a Delaware
corporation. The authority of Robert MacArthur under this Statement
shall continue until the undersigned is no longer required to file
any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to
the undersigned’s ownership of or transactions in securities
of Willdan Group, Inc., unless earlier revoked in writing. The
undersigned acknowledges that Robert MacArthur is not assuming any
of the undersigned’s responsibilities to comply with Section
16 or Section 13 of the Securities Exchange Act of 1934, as
amended.
Dated: October __,
2021
/s/ Edward Kissel
Edward
Kissel
Exhibit 3
CONFIRMING STATEMENT
This
Statement confirms that the undersigned has authorized and
designated Edward Kissel to execute and file on the
undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D
and 13G (including any amendments thereto) that the undersigned may
be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned’s ownership of or
transactions in securities of Willdan Group, Inc., a Delaware
corporation. The authority of Edward Kissel under this Statement
shall continue until the undersigned is no longer required to file
any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to
the undersigned’s ownership of or transactions in securities
of Willdan Group, Inc., unless earlier revoked in writing. The
undersigned acknowledges that Edward Kissel is not assuming any of
the undersigned’s responsibilities to comply with Section 16
or Section 13 of the Securities Exchange Act of 1934, as
amended.
Dated: October __,
2021
/s/ Robert MacArthur
Robert
MacArthur