UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Willdan Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
96924N100
(CUSIP Number)
December 31, 2011
(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)
[X] 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. 96924N100 SCHEDULE 13G/A Page 2 of 7
1 Names of Reporting Persons
RBF Capital, LLC
IRS Identification No. of Above Person (entities only)
68-0383896
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
204,100
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
204,100
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
204,100
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.81%
12 Type of Reporting Person (See Instructions)
OO
CUSIP No. 96924N100 SCHEDULE 13G/A Page 3 of 7
1 Names of Reporting Persons
Richard B. Fullerton
IRS Identification No. of Above Person (entities only)
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
204,100
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
204,100
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
204,100
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.81%
12 Type of Reporting Person (See Instructions)
IN
CUSIP No. 96924N100 SCHEDULE 13G/A Page 4 of 7
Item 1(a). Name of Issuer.
Willdan Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
2401 East Katella Avenue, Suite 300, Anaheim, CA 92806
Item 2(a). Name of Person Filing.
RBF Capital, LLC and Richard B. Fullerton
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of RBF Capital, LLC and Richard B.
Fullerton is 100 Drakes Landing Rd. Suite 300, Greenbrae CA
94904
Item 2(c). Citizenship.
RBF Capital, LLC is a Delaware limited Liability company and Richard B.
Fullerton is a United States citizen.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
96924N100
Item 3. If this statement is filed pursuant to 240.13d- 1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
CUSIP No. 96924N100 SCHEDULE 13G/A Page 5 of 7
(d) [ ] Investment company registered under section 8 of the Investment Company
act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of an investment
company under section 3(c)(14) of the Investment Company act of 1940 (15 U.S.C.
80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of pages two (2) and
three (3) of this SCHEDULE 13G/A, which Items are incorporated by reference
herein.
CUSIP No. 96924N100 SCHEDULE 13G/A Page 6 of 7
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.
RBF Capital, LLC is deemed to be the beneficial owner of the number of
securities reflected in Item 5-9 and 11 of page two (2) of this SCHEDULE 13G/A
pursuant to separate arrangements whereby it acts as investment adviser (not
registered) to certain persons. Each person for whom RBF Capital, LLC acts as
investment adviser has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock purchased
or held pursuant to such arrangements. Richard B. Fullerton is deemed to be the
beneficial owner of the number of securities reflected in Items 5-9 and 11 on
page three (3) of this SCHEDULE 13G/A pursuant to his ownership interest in RBF
Capital, 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. Certification.
By signing below, RBF Capital, LLC and Richard B. Fullerton certify
that, to the best of their knowledge and belief, the securities referred to
above on pages two (2) and three (3) of this SCHEDULE 13G/A 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.
CUSIP No. 96924N100 SCHEDULE 13G/A Page 7 of 7
Signature
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: January 31, 2012
RBF Capital, LLC
/s/ Richard B. Fullerton
------------------------
By: Richard B. Fullerton
its: Managing Member
Richard B. Fullerton
/s/ Richard B. Fullerton
------------------------
By: Richard B. Fullerton
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)