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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE
13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Vishay
Precision Group, Inc.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

92835K103

(CUSIP Number)

Brett Hendrickson

2305 Cedar Springs Rd., Suite 420

Dallas, TX 75201

(972)
590-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 24, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

(Page 1 of 7 Pages)

The information required on 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).

This Amendment No. 3 (Amendment No. 3) to the Schedule 13D (the
Schedule 13D) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock,
$0.10 par value (the Common Stock), of Vishay Precision Group, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings
set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4, 5, 6 and 7 as set forth below.

Item 3 of the Schedule 13D is hereby amended and
restated in its entirety as follows:

As of the close of business on March 24, 2017, the Nokomis Accounts had invested $
28,358,299.79 (inclusive of brokerage commissions) in the Common Stock of the Issuer. The source of these funds was the working capital of the Nokomis Accounts.

Item 4 of the Schedule 13D is hereby amended and
supplemented by the addition of the following:

On March 24, 2017, Nokomis Capital entered into an agreement with the Issuer (the
Agreement) pursuant to which, among other things, the parties agreed (i) to cooperate to identify and appoint a new mutually acceptable independent director to serve on the Issuers Board until the Issuers 2018
annual meeting; (ii) if such a mutually acceptable director has not been appointed to the Board by June 30, 2017, then to appoint Wes Cummins to the Board effective July 1, 2017; and (iii) that Nokomis Capital would vote its
shares of Common Stock in a manner consistent with the recommendations of the Board for certain matters to be presented at the Issuers 2017 annual meeting of stockholders. In addition, Nokomis Capital agreed to abide by certain customary
standstill provisions during the Restricted Period (as defined in the Agreement). The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and
incorporated herein by reference.

Depending on various factors including, without limitation, the Issuers financial position and
strategic direction, actions taken by the Board, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares
of Common Stock, except as may be limited by the Agreement.

Paragraphs (a)  (c) of Item 5 of the Schedule
13D are hereby amended and restated in their entirety as follows:

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.

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.

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

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Date: March 27, 2017

Annex A