Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McLaughlin Stacy B.
   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 Financial Officer
(Last)
(First)
(Middle)
2401 EAST KATELLA AVENUE, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
03/14/2017
(Street)

ANAHEIM, CA 92806		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/14/2017   M   10,000 A $ 3.89 14,569 (1) D  
Common Stock 03/14/2017   M   5,000 A $ 13.86 19,569 (1) D  
Common Stock 03/14/2017   M   3,333 A $ 14.01 22,902 (1) D  
Common Stock 03/14/2017   S   11,317 D $ 33.77 (2) 11,585 (1) D  
Common Stock 03/14/2017   S   7,016 D $ 34.42 (3) 4,569 (1) D  
Common Stock 03/14/2017   S   3,236 D $ 33.49 (4) 1,333 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) $ 3.89 03/14/2017   M     10,000   (5) 11/07/2023 Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 13.86 03/14/2017   M     5,000   (6) 03/26/2025 Common Stock 5,000 $ 0 10,000 D  
Stock Option (Right to Buy) $ 14.01 03/14/2017   M     3,333   (7) 11/05/2024 Common Stock 3,333 $ 0 1,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McLaughlin Stacy B.
2401 EAST KATELLA AVENUE
SUITE 300
ANAHEIM, CA 92806		       Chief Financial Officer  

Signatures

 /s/ Stacy B. McLaughlin   03/16/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 1,333 shares of restricted stock that vests in three substantially equal installments on each of March 8, 2018, March 8, 2019 and March 8, 2020.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.16 to $34.01, inclusive. The reporting person undertakes to provide to Willdan Group, Inc., any security holder of Willdan Group, Inc., 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 footnotes (2), (3) and (4) to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.02 to $34.99, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.33 to $33.50, inclusive.
(5) The option became exercisable in three substantially equal installments on each of November 11, 2014, November 11, 2015 and November 11, 2016.
(6) The option, representing a right to purchase a total of 15,000 shares, becomes completely exercisable in three equal installments. The first installment became exercisable on March 26, 2016, and the second and third installments will become exercisable on each of March 26, 2017 and March 26, 2018.
(7) The option, representing a right to purchase a total of 5,000 shares, becomes completely exercisable in three substantially equal installments. The first and second installments became exercisable on each of November 5, 2015 and November 5, 2016, and the third installment will become exercisable on November 5, 2017.

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