| Item 1. | |
| (a) | Name of issuer:
Vishay Precision Group, Inc. |
| (b) | Address of issuer's principal executive offices:
3 Great Valley Parkway Suite 150 Malvern, PA, 19355 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed with respect to the shares Common Stock of the Issuer beneficially owned (1) directly by Portolan Capital Management, LLC, a registered investment adviser, in its capacity as investment manager for various clients, and (2) indirectly by George McCabe, the Manager of Portolan Capital Management, LLC. Portolan Capital Management, LLC and Mr. McCabe are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 2 International Place, FL 26, Boston, MA 02110 |
| (c) | Citizenship:
Portolan Capital Management, LLC - DE
Mr. McCabe - USA |
| (d) | Title of class of securities:
Common Stock, $0.10 par value |
| (e) | CUSIP No.:
92835K103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated by reference herein. |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated by reference herein. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
|
| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated by reference herein.
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Vishay Precision Group, Inc. No one person's interest in the Common Stock of Vishay Precision Group, Inc. is more than five percent of the total outstanding Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)