13D Filing: Nokomis Capital and Vishay Precision Group Inc. (NYSE:VPG)

---

CUSIP No. 92835K103		SCHEDULE 13D/A		Page 5 of 7 Pages

(a)

The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 12,189,452 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of March 16, 2017, as reported in the Issuers Form 10-K filed with the Securities and Exchange Commission on March 16, 2017.

Nokomis Capital, as the investment adviser of the Nokomis Accounts, may be deemed to beneficially own the 1,944,030 shares of Common Stock held
by the Nokomis Accounts, representing approximately 15.9% of the issued and outstanding shares of Common Stock of the Issuer.

In addition,
Mr. Hendrickson, as principal of Nokomis Capital, the investment adviser of the Nokomis Accounts, may also be deemed to beneficially own the 1,944,030 shares of Common Stock beneficially owned by the Nokomis Accounts, representing approximately
15.9% of the issued and outstanding shares of Common Stock of the Issuer.

Nokomis Capital and Mr. Hendrickson disclaim beneficial
ownership of the Common Stock held by the Nokomis Accounts except to the extent of their pecuniary interest therein.

(b)	Nokomis Capital and Mr. Hendrickson have the shared power to vote and dispose of the Common Stock owned by the Nokomis Accounts reported in this Amendment.

The filing of this Amendment shall not be construed as admission that Nokomis Capital or Mr. Hendrickson is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 1,944,030 shares of Common Stock owned by the Nokomis Accounts. Pursuant to Rule 13d-4, Nokomis Capital and Mr. Hendrickson disclaim all such beneficial
ownership.

(c)	Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

As described further in Item 4 hereto, Nokomis Capital is a party to the Agreement, which attached as Exhibit 99.1 to this Amendment and is incorporated
by reference herein.

Item 7.

EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:

Exhibit		Description
99.1		Agreement, dated March 24, 2017.