SEC Form SC 13D/A filed by Willdan Group Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Common Stock, par value $0.01 per share

(Title of Class of Securities)

96924N100

(CUSIP Number)

Robert MacArthur

c/o Forager Fund, L.P.

2025 3rd Avenue North, Suite 350

Birmingham, AL 35203

(205) 383-4763

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

May 1, 2024

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☒

* 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 disclosures provided in a prior cover page.

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).

(1) Calculated based on 13,817,074 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 29, 2024.

(1) Shares reported in this table are held by Forager Fund, L.P., of which the Reporting Person is the general partner.

(2) Calculated based on 13,817,074 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 29, 2024.

(1) These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.

(2) Calculated based on 13,817,074 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 29, 2024.

(1) These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.

(2) Calculated based on 13,817,074 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 29, 2024.

This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 (the “Common Stock”), of Willdan Group, Inc., a Delaware corporation (the “Issuer”), filed by Forager Fund, L.P., a Delaware limited partnership, Forager Capital Management, LLC, a Delaware limited liability company, Edward Kissel and Robert MacArthur (collectively, the “Reporting Persons”) on June 6, 2023 (such joint statement, as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 3. Source and Amount of Funds or Other Consideration

The reported securities were acquired with the Fund’s working capital generated from capital contributions by the Fund limited partners. No borrowed funds were used to acquire the reported securities.

The information set forth in Items 4 and 5 of this Schedule 13D is incorporated by reference herein.

2. Paragraphs (a), (b), and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 5. Interest in Securities of the Issuer

(a)-(b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 13,817,074 shares of Common Stock issued and outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 29, 2024. All of the share numbers reported herein are as of May 3, 2024, unless otherwise indicated. Each Reporting Person’s cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b).

The Reporting Persons, in the aggregate, beneficially own 1,652,931 shares of Common Stock of the Issuer, representing approximately 12.0% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 1,641,258 shares of Common Stock representing approximately 11.9% of the class; (ii) the GP, as the sole general partner of the Fund, beneficially owns 1,641,258 shares of Common Stock representing approximately 11.9% of the class; (iii) Mr. Kissel, as the managing partner of the GP, beneficially owns 1,652,660 shares of Common Stock representing approximately 12.0% of the class; and (iv) Mr. MacArthur, as the managing partner of the GP, beneficially owns 1,641,529 shares of Common Stock representing approximately 11.9% of the class.

Each of the Fund and the GP 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 1,641,258 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 1,641,258 shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from March 4, 2024 (the date 60 days prior to the filing of this Schedule 13D) to May 3, 2024:

The sale prices do not reflect brokerage commissions paid.

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___________________________  

¹ The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.66 to $29.15, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

² The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $28.70, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

³ The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.06 to $32.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

⁴ The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.07 to $32.52, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

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: May 3, 2024