SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Forager Fund, L.P.

(Last) (First) (Middle)
2024 3RD AVE. N
SUITE 201

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc. [ WLDN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/13/2022 P 83,100 A $16.0205(1) 1,461,681 D(2)
Common Stock, par value $0.01 per share 11,402 D(3)
Common Stock, par value $0.01 per share 271 D(4)
Common Stock, par value $0.01 per share 385,537 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Forager Fund, L.P.

(Last) (First) (Middle)
2024 3RD AVE. N
SUITE 201

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kissel Edward Urban

(Last) (First) (Middle)
2024 3RD AVE. N
SUITE 201

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MacArthur Robert Symmes

(Last) (First) (Middle)
2024 3RD AVE. N
SUITE 201

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.015 to $16.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
2. The shares reported are directly held by Forager Fund, L.P. (the "Fund"). Each of Messrs. Kissel and MacArthur is a principal of Forager Capital Management, LLC, the general partner of the Fund (the "GP"), and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
3. The shares reported are directly held by Mr. Kissel. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
4. The shares reported are directly held by Mr. MacArthur. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
5. The shares reported are directly held by a separate account managed by the GP. Each of Messrs. Kissel and MacArthur has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
/s/ Robert MacArthur, managing member of sole general partner on behalf of Forager Fund, L.P. 12/14/2022
/s/ Edward Kissel 12/14/2022
/s/ Robert MacArthur 12/14/2022
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
a24-1
 
Exhibit 24.1
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated
Edward Kissel and Johnny Wilhelm, each acting singly, 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 and Johnny Wilhelm 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 and Johnny Wilhelm are
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: December 14, 2022               
/s/ Robert MacArthur

Robert MacArthur
 
 
a24-2
 
Exhibit 24.2
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated
Robert MacArthur and Johnny Wilhelm, each acting singly, 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 and Johnny Wilhelm 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 and Johnny Wilhelm are
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: December 14, 2022                               
/s/ Edward Kissel
                                                    
Edward Kissel