Willdan Group, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G 1 forager_sc13g-wldn.htm SC 13G Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2021 Issuer Direct Corporation forager_sc13g-wldn

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.) 1

| WILLDAN GROUP,

INC.
(Name of
Issuer)
Common Stock
(Title of Class of
Securities)
96924N100
(CUSIP Number)
December 31, 2020
(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) |

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1 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 disclosure 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 ).

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CUSIP NO. 96924N100 13G Page 2 of 5 Pages

NAME OF REPORTING PERSON

Forager Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

758,452

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

758,452

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

758,452

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

[ ]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.28%

TYPE OF REPORTING PERSON

IA

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CUSIP NO. 96924N100 13G Page 3 of 5 Pages

SCHEDULE 13G

Item 1.

(a) Name of Issuer:

Willdan Group, Inc.

(b) Address of Issuer's Principal Executive Offices:

2401 East Katella Avenue, Suite 300

Anaheim, CA 92806

Item 2.

(a) Name of Person Filing:

Forager Capital Management, LLC

(b) Address of Principal Business Office, or if None, Residence:

2024 3 rd Ave. N, Suite 201

Birmingham, AL 35203

(c) Citizenship:

Forager Capital Management, LLC – a Delaware limited liability company

(d) Title of Class of Securities:

Incorporated by reference from the Cover Pages.

(e) CUSIP Number:

Incorporated by reference from the Cover Pages.

Item 3.

If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(e) ☒ An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state. This statement is being filed by Forager Capital Management, LLC as a registered investment adviser. All of the securities covered by this report are owned legally by Forager Capital Management, LLC’s investment advisory clients and none are owned directly or indirectly by Forager Capital Management, LLC. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Forager Capital Management, LLC is the beneficial owner of any of the securities covered by this statement.

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

758,452

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CUSIP NO. 96924N100 13G Page 4 of 5 Pages

(b)

Percent of Class:

6.28%

(c) Number of Shares as to Which Such Person has:

(i) Sole Power to Vote or Direct the Vote.

758,452

(ii) Shared Power to Vote or to Direct the Vote.

0

(iii) Sole Power to Dispose or to Direct the Disposition of.

758,452

(iv) Shared Power to Dispose or to Direct the Disposition of.

0

Item 5.

Ownership of Five Percent (5%) or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following

Item 6.

Ownership of More than Five Percent (5%) on Behalf of Another Person.

Various persons, including an investment fund and owners of the separate accounts to which Forager Capital Management, LLC 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, the securities that are the subject of this schedule. Except as may be otherwise indicated if this is a joint filing, not more than 5% of the class of securities that is the subject of this schedule is owned by any one client advised by Forager Capital Management, 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.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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CUSIP NO. 96924N100 13G Page 5 of 5 Pages

SIGNATURE

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.

| Dated: February 16,

2021
Forager Capital Management,
LLC
By:	/s/Johnathan Wilhelm
Name:	Johnathan Wilhelm
Title:	Partner

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