UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
| WILLDAN GROUP, INC. |
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
96924N100
(CUSIP Number)
July 15, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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| ☐ | Rule 13d-1(b) |
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| ☒ | Rule 13d-1(c) |
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| ☐ | 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 |
| 1 | NAME OF REPORTING PERSONS
Forager Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,255,765 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
1,255,765 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,765 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| CUSIP No. 96924N100 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Forager Capital Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,255,7651 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
1,255,765 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,765 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IA | ||
__________________
1 Shares reported in this table are held by Forager Fund, LP, of which the Reporting Person is the general partner.
| CUSIP No. 96924N100 | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Edward Kissel | ||
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| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
11,402 | |
| 6 | SHARED VOTING POWER
1,255,7652 | ||
| 7 | SOLE DISPOSITIVE POWER
11,402 | ||
| 8 | SHARED DISPOSITIVE POWER
1,255,765 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,167 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
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2 These shares are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| CUSIP No. 96924N100 | Page 5 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Robert MacArthur | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
271 | |
| 6 | SHARED VOTING POWER
1,255,7653 | ||
| 7 | SOLE DISPOSITIVE POWER
271 | ||
| 8 | SHARED DISPOSITIVE POWER
1,255,765 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,036 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
HC; IN | ||
________________________
3 These shares are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| CUSIP No. 96924N100 | Page 6 of 8 Pages |
Preliminary Statement:
This Schedule 13G is 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”) and amends, supplements and replaces in its entirety the Schedule 13D filed on June 6, 2023, as previously amended (the “Schedule 13D”), by the Reporting Persons, relating to shares of Common Stock of Willdan Group, Inc. (the “Issuer”). The Schedule 13D had superseded a Schedule 13G previously filed by the Reporting Persons relating to the Common Stock of the Issuer. The Reporting Persons determined that they no longer hold any shares of Common Stock of the Issuer with any purpose, or with the effect of, changing or influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-1(h), the Reporting Persons accordingly determined to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G.
| ITEM 1(a). | NAME OF ISSUER |
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| Willdan Group, Inc. | |
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| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
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| 2401 East Katella Avenue, Suite 300 | |
| Anaheim, CA 92806 | |
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| ITEM 2(a). | NAME OF PERSONS FILING |
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| This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur, Forager Capital Management, LLC, a Delaware limited liability company, and Forager Fund, LP, a Delaware limited partnership. | |
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| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
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| The business address of each of the Reporting Persons is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203. | |
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| ITEM 2(c). | CITIZENSHIP |
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| 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. | |
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| ITEM 2(d). | TITLE OF CLASS OF SECURITIES |
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| Common stock, par value $0.01 per share (the “Common Stock”). |
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| ITEM 2(e). | CUSIP NUMBER |
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| 96924N100 | |
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| ITEM 3. | Not applicable. |
| CUSIP No. 96924N100 | Page 7 of 8 Pages |
| ITEM 4. | OWNERSHIP |
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| The Reporting Persons, in the aggregate, beneficially own 1,267,438 shares of Common Stock of the Issuer, representing approximately 9.2% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 1,255,765 shares of Common Stock representing approximately 9.1% of the class; (ii) the Investment Adviser, as the sole general partner of the Fund, beneficially owns 1,255,765 shares of Common Stock representing approximately 9.1% of the class; (iii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 1,267,167 shares of Common Stock representing approximately 9.2% of the class; and (iv) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 1,256,036 shares of Common Stock representing approximately 9.1% 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 13,817,074 shares of the 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. | |
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| 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 1,255,765 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 1,255,765 shares of Common Stock. | |
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| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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| Not applicable. | |
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| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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| Not applicable. | |
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| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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| Not applicable. | |
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| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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| Not applicable. | |
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| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
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| Not applicable. | |
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| ITEM 10. | CERTIFICATION |
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| 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. |
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.
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| DATE: July 15, 2024 |
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| FORAGER FUND, LP |
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| By: | Forager Capital Management, LLC, |
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| its General Partner |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur |
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| Robert MacArthur |
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| Managing Partner |
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| Edward Kissel |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| Robert MacArthur |
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