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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
2024 3RD AVE. N |
SUITE 201 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc.
[ WLDN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, par value $0.01 per share |
12/13/2022 |
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P |
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83,100 |
A |
$16.0205
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1,461,681 |
D
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Common Stock, par value $0.01 per share |
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11,402 |
D
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Common Stock, par value $0.01 per share |
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271 |
D
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Common Stock, par value $0.01 per share |
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385,537 |
I |
See Footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
2024 3RD AVE. N |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
2024 3RD AVE. N |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
2024 3RD AVE. N |
SUITE 201 |
(Street)
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Explanation of Responses: |
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/s/ Robert MacArthur, managing member of sole general partner on behalf of Forager Fund, L.P. |
12/14/2022 |
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/s/ Edward Kissel |
12/14/2022 |
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/s/ Robert MacArthur |
12/14/2022 |
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** 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
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