Sec Form 4 Filing - Chow Daniel @ Willdan Group, Inc. - 2017-10-31

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Chow Daniel
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
(Last) (First) (Middle)
2401 EAST KATELLA AVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2017
(Street)
ANAHEIM, CA92806
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 10/31/2017 A 2,667 ( 1 ) A $ 0 39,131 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 30.06 10/31/2017 A 13,333 ( 3 ) 10/31/2027 Common Stock 13,333 $ 0 13,333 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chow Daniel
2401 EAST KATELLA AVE
SUITE 300
ANAHEIM, CA92806
Chief Operating Officer
Signatures
/s/ Stacy McLaughlin, Attorney-in-fact for Daniel Chow 11/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock award vests in three equal installments on each of October 31, 2018, October 31, 2019 and October 31, 2020.
( 2 )Includes (i) 6,667 shares of restricted stock that vest in two substantially equal installments on each of May 5, 2018 and May 5, 2019, (ii) 2,667 shares of restricted stock that vest in three substantially equal installments on each of March 8, 2018, March 8, 2019 and March 8, 2020 and (iii) 2,667 shares of restricted stock that vest in three substantially equal installments on each of October 31, 2018, October 31, 2019 and October 31, 2020.
( 3 )The option becomes exercisable in three substantially equal installments on each of October 31, 2018, October 31, 2019 and October 31, 2020.

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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