FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * WHITELAW PAUL MILTON 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)
SVP, Business Development
(Last)         (First)         (Middle)
2401 E. KATELLA AVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
3/11/2021
(Street)
ANAHEIM, CA 92806
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock  3/11/2021    S    118 (1) D $45.54 (2) 20745  D   
Common Stock  3/11/2021    S    166 (1) D $46.51 (3) 20579  D   
Common Stock  3/11/2021    S    224 (1) D $47.62 (4) 20355  D   
Common Stock  3/12/2021    S    207 (1) D $46.47 (5) 20148  D   
Common Stock  3/12/2021    S    120 (1) D $47.61 (6) 20028  D   
Common Stock  3/12/2021    S    114 (1) D $48.59 (7) 19914  D   
Common Stock  3/12/2021    S    65 (1) D $49.62 (8) 19849  D   
Common Stock  3/12/2021    S    19 (1) D $50.55 (9) 19830  D   
Common Stock  3/15/2021    S    649 (1) D $46.37 (10) 19181  D   
Common Stock  3/15/2021    S    57 (1) D $47.09 (11) 19124  D   
Common Stock  3/16/2021    S    24 (1) D $45.97  19100  D   
Common Stock  3/19/2021    A    4816 (12) A $0  23916  D   
Common Stock  3/19/2021    M    5000  A $10.81  28916  D   
Common Stock  3/19/2021    S    5000  D $40.68 (13) 23916  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)  $10.81  3/19/2021    M        5000    (14) 5/5/2026  Common Stock  5000  $0  0  D   

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 weighted 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) and footnote (13).
(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 4,816 shares of Common Stock.
(13)  The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $40.50 to $41.22, inclusive.
(14)  Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of May 5, 2017, May 5,2018 and May 5, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITELAW PAUL MILTON
2401 E. KATELLA AVE
SUITE 300
ANAHEIM, CA 92806


SVP, Business Development

Signatures
/s/ Stacy McLaughlin, Attorney-in-fact for Paul Milton Whitelaw 3/23/2021
**Signature of Reporting Person Date