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 * Holdsworth Raymond W Jr 2. Issuer Name and Ticker or Trading Symbol Willdan Group, Inc. [ WLDN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
2401 EAST KATELLA AVENUE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
6/9/2021
(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  6/9/2021    A    1783 (1) A $0  39958 (2) D   
Common Stock                 60688  I  See footnote 3 (3)

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

Explanation of Responses:
(1)  The shares of restricted stock vest in two substantially equal installments on each of June 9, 2022 and June 9, 2023.
(2)  Includes (i) 829 shares of restricted stock that vest on June 13, 2021, (ii) 1,084 shares of restricted stock that vest on June 13, 2021, (iii) 1,526 shares of restricted stock that vest on June 11, 2021 and (iv) 1,527 shares of restricted stock that vest on June 11, 2022.
(3)  The shares of common stock are held by The Holdsworth Family Trust. The reporting person is sole trustee and a beneficiary of The Holdsworth Family Trust and has sole voting and investment control over the shares of the Issuer's common stock held therein.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Holdsworth Raymond W Jr
2401 EAST KATELLA AVENUE
SUITE 300
ANAHEIM, CA 92806
X



Signatures
/s/ Creighton K. Early, Attorney-in-fact for Raymond W. Holdsworth, Jr. 6/11/2021
**Signature of Reporting Person Date
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