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Filing Details

Accession Number:: 0001654954-22-001649
Form Type:: 13G Filing
Publication Date:: 2022-02-14 19:00:00

Filed By:: Forager Capital Management, Llc
Company:: Willdan Group Inc. (NASDAQ:WLDN)
Filing Date:: 2022-02-15
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Forager Fund	944,661	0	944,661	0	944,661	7.4%
Forager Capital Management	1,384,632	0	1,384,632	0	1,384,632	10.8%
Edward Kissel	11,402	1,384,632	11,402	1,384,632	1,396,034	10.9%
Robert MacArthur	271	1,384,632	271	1,384,632	1,384,903	10.8%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

WILLDAN GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

96924N100

(CUSIP Number)

December 31, 2021

(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)

☒ 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

Page 2 of 8 Pages

NAME OF REPORTING PERSONS

Forager Fund, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH

REPORTING
PERSON
WITH

SOLE VOTING POWER

944,661

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

944,661

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

944,661

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%

TYPE OF REPORTING PERSON (See Instructions)

CUSIP No. 96924N100

Page 3 of 8 Pages

NAME OF REPORTING PERSONS

Forager Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH

REPORTING
PERSON
WITH

SOLE VOTING POWER

1,384,632¹

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,384,632

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,384,632

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.8%

TYPE OF REPORTING PERSON (See Instructions)

_______________

¹ Shares reported in this table are held by (i) Forager Fund, LP, of which the Reporting Person is the general partner and (ii) a separate account to which the Reporting Person serves as investment adviser.

CUSIP No. 96924N100

Page 4 of 8 Pages

NAME OF REPORTING PERSONS

Edward Kissel

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH

REPORTING
PERSON
WITH

SOLE VOTING POWER

11,402

SHARED VOTING POWER

1,384,632²

SOLE DISPOSITIVE POWER

11,402

SHARED DISPOSITIVE POWER

1,384,632

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,396,034

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.9%

TYPE OF REPORTING PERSON (See Instructions)

HC; IN

_______________

² These shares are held by (i) Forager Fund, LP, of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser. The Reporting Person is a managing partner of Forager Capital Management, LLC.

CUSIP No. 96924N100

Page 5 of 8 Pages

NAME OF REPORTING PERSONS

Robert MacArthur

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH

REPORTING
PERSON
WITH

SOLE VOTING POWER

271

SHARED VOTING POWER

1,384,632³

SOLE DISPOSITIVE POWER

271

SHARED DISPOSITIVE POWER

1,384,632

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,384,903

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.8%

TYPE OF REPORTING PERSON (See Instructions)

HC; IN

________________

³ These shares are held by (i) Forager Fund, LP, of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser. The Reporting Person is a managing partner of Forager Capital Management, LLC.

CUSIP No. 96924N100

Page 6 of 8 Pages

ITEM 1(a).	NAME OF ISSUER

	Willdan Group, Inc. (the “Issuer”)

ITEM 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

	2401 East Katella Avenue, Suite 300 Anaheim, CA 92806

ITEM 2(a).	NAME OF PERSONS FILING

	This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur, Forager Capital Management, LLC, a Delaware limited liability company (the “Investment Adviser”), and Forager Fund, LP, a Delaware limited partnership (the “Fund” and, together with Mr. Kissel, Mr. MacArthur and the Investment Adviser, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE

	The business address of each of the Reporting Persons is 2024 3rd Ave. N, Suite 201, Birmingham, AL 35203.

ITEM 2(c).	CITIZENSHIP

	The Fund is a Delaware limited partnership; the Investment Adviser is a Delaware limited liability company; Mr. Kissel is a citizen of the United States; and Mr. MacArthur is a citizen of the United States.

ITEM 2(d).	TITLE OF CLASS OF SECURITIES

	Common stock, par value $0.01 per share (the “Common Stock”).

ITEM 2(e).	CUSIP NUMBER

	96924N100

ITEM 3.	Not Applicable.

CUSIP No. 96924N100

Page 7 of 8 Pages

ITEM 4.	OWNERSHIP

	As of February 14, 2022, the Reporting Persons, in the aggregate, beneficially owned 1,396,305 shares of Common Stock of the Issuer, representing approximately 10.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 944,661 shares of Common Stock representing approximately 7.4% of the class; (ii) the Investment Adviser, as the sole general partner of the Fund and as the investment adviser of a separate account, beneficially owns 1,384,632 shares of Common Stock representing approximately 10.8% of the class; (iii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 1,396,034 shares of Common Stock representing approximately 10.9% of the class; and (iv) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 1,384,903 shares of Common Stock representing approximately 10.8% of the class. The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 12,791,789 shares of the Common Stock issued and outstanding as of November 3, 2021, as reported in most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended October 1, 2021. Each of the Fund and the Investment Adviser has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 11,402 shares of Common Stock, and has the shared power to vote and dispose of 1,384,632 shares of Common Stock. Mr. MacArthur has the sole power to vote and dispose of 271 shares of Common Stock, and has the shared power to vote and dispose of 1,384,632 shares of Common Stock.

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

	Owners of the separate accounts to which the Investment Adviser serves as investment adviser have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	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 I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 96924N100

Page 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Date: February 14, 2022

	FORAGER FUND, LP

	By:	Forager Capital Management, LLC,
		its General Partner

	By:	/s/ Robert MacArthur
		Robert MacArthur
		Managing Partner

	FORAGER CAPITAL MANAGEMENT, LLC

	By:	/s/ Robert MacArthur
		Robert MacArthur
		Managing Partner


	EDWARD KISSEL

		/s/ Edward Kissel
		Edward Kissel


	ROBERT MACARTHUR

		/s/ Robert MacArthur
		Robert MacArthur

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 14, 2022, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Willdan Group, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

	FORAGER FUND, LP

	By:	Forager Capital Management, LLC,
		its General Partner

	By:	/s/ Robert MacArthur
		Robert MacArthur
		Managing Partner

	FORAGER CAPITAL MANAGEMENT, LLC

	By:	/s/ Robert MacArthur
		Robert MacArthur
		Managing Partner


	EDWARD KISSEL

		/s/ Edward Kissel
		Edward Kissel


	ROBERT MACARTHUR

		/s/ Robert MacArthur
		Robert MacArthur

Exhibit 2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Robert MacArthur 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 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 is 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: February 14, 2022	/s/ Edward Kissel
	Edward Kissel

Exhibit 3

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Edward Kissel 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 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 is 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: February 14, 2022	/s/ Robert MacArthur
	Robert MacArthur