SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chow Daniel

(Last)

(First)

(Middle)

2401 EAST KATELLA AVE

SUITE 300

(Street)

ANAHEIM

92806

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc. [ WLDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2021		S		149⁽¹⁾	D	$45.54⁽²⁾	53,575	D
Common Stock	03/11/2021		S		209⁽¹⁾	D	$46.51⁽³⁾	53,366	D
Common Stock	03/11/2021		S		281⁽¹⁾	D	$47.62⁽⁴⁾	53,085	D
Common Stock	03/12/2021		S		260⁽¹⁾	D	$46.47⁽⁵⁾	52,825	D
Common Stock	03/12/2021		S		151⁽¹⁾	D	$47.61⁽⁶⁾	52,674	D
Common Stock	03/12/2021		S		143⁽¹⁾	D	$48.59⁽⁷⁾	52,531	D
Common Stock	03/12/2021		S		82⁽¹⁾	D	$49.62⁽⁸⁾	52,449	D
Common Stock	03/12/2021		S		24⁽¹⁾	D	$50.55⁽⁹⁾	52,425	D
Common Stock	03/15/2021		S		816⁽¹⁾	D	$46.37⁽¹⁰⁾	51,609	D
Common Stock	03/15/2021		S		72⁽¹⁾	D	$47.09⁽¹¹⁾	51,537	D
Common Stock	03/16/2021		S		30⁽¹⁾	D	$45.97	51,507	D
Common Stock	03/19/2021		A		6,023⁽¹²⁾	A	$0	57,530	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Common Stock sold in the open market, the proceeds of which were used to pay the tax withholding obligations incurred upon the vesting of performance-based restricted stock units on March 10, 2021.

2. The price reported in Column 4 is the weig ed average price. These shares were sold in multiple transactions at prices ranging from $44.97 to $45.95, inclusive. The Reporting Person undertakes 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 the ranges set forth in this footnote (2) through footnote (11).

3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.99, inclusive.

4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $47.05 to $47.89, inclusive.

5. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $45.91 to $46.87, inclusive.

6. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $47.05 to $47.97, inclusive.

7. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $48.12 to $49.00, inclusive.

8. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $49.23 to $50.20, inclusive.

9. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $50.28 to $50.76, inclusive.

10. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $45.84 to $46.67, inclusive.

11. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $46.84 to $47.80, inclusive.

12. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 6, 2018. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee on March 19, 2021, resulting in the immediate vesting of the restricted stock units as to 6,023 shares of Common Stock.

	/s/ Stacy McLaughlin, Attorney-in-fact for Daniel Chow	03/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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