Statement of Changes in Beneficial Ownership (4)
June 11 2021 - 7:06PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
CHEN MICAH |
2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc.
[
WLDN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
2401 E. KATELLA AVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2021 |
(Street)
ANAHEIM, CA 92806
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/4/2021 | | A | | 5000 (1) | A | $0 | 18971 | D | |
Common Stock | 6/9/2021 | | A | | 6744 (2) | A | $0 | 25715 (3) | D | |
Common Stock | 6/9/2021 | | F | | 3007 (4) | D | $39.27 | 22708 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Represents shares of restricted stock awarded to the Reporting Person by the Issuer on May 4, 2021, which vest in two equal installments on each of May 4, 2022 and May 4, 2023, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. |
(2) | Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on June 13, 2019. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee on June 9, 2021, resulting in the immediate vesting of the restricted stock units as to 6,744 shares of Common Stock. |
(3) | Includes 5,000 shares of restricted stock that vest in two equal installments on each of May 4, 2022 and May 4, 2023, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. |
(4) | Represents shares of the Issuer's Common Stock withheld for tax withholding purposes in connection with the vesting of the performance-based restricted stock units referenced in footnote (2). |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CHEN MICAH 2401 E. KATELLA AVE SUITE 300 ANAHEIM, CA 92806 |
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| General Counsel |
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Signatures
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/s/ Creighton K. Early, Attorney-in-fact for Micah Chen | | 6/11/2021 |
**Signature of Reporting Person | Date |
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