SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Vishay Precision Group, Inc.

(Name of Issuer)

Common Stock, $0.10 par value per share

(Title of Class of Securities)

92835K103

(CUSIP Number)

Kyle Mowery

c/o GrizzlyRock Capital, LLC

191 N. Wacker Drive, Suite 1500

Chicago, IL 60606

Telephone: (312) 300-4983

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 6, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) GrizzlyRock Institutional Value Partners, LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 316,602
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 316,602
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 316,602
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)x
	13	Percent of Class Represented by Amount in Row (11) 2.6%
	14	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) GrizzlyRock General Partner, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 316,602
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 316,602
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 316,602
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)x
	13	Percent of Class Represented by Amount in Row (11) 2.6%
	14	Type of Reporting Person (See Instructions) OO

3

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) GrizzlyRock Capital, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 316,602
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 316,602
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 316,602
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)x
	13	Percent of Class Represented by Amount in Row (11) 2.6%
	14	Type of Reporting Person (See Instructions) OO

4

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Kyle Mowery
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 316,602
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 316,602
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 316,602
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 2.6%
	14	Type of Reporting Person (See Instructions) IN

5

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Vivaldi Asset Management, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO-Funds of investment advisory client
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 146,820
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 146,820
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 146,820
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)x
	13	Percent of Class Represented by Amount in Row (11) 1.21%
	14	Type of Reporting Person (See Instructions) IA

6

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) WHI Growth Fund Q.P., L.P.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 241,432
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 241,432
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 241,432
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 1.98%
	14	Type of Reporting Person (See Instructions) PN

7

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) WV Growth Fund GP, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 241,432
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 241,432
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 241,432
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 1.98%
	14	Type of Reporting Person (See Instructions) OO

8

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Vivaldi Capital Management, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO-Funds of investment advisory clients
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 241,432
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 241,432
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 241,432
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 1.98%
	14	Type of Reporting Person (See Instructions) IA

9

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) WV Investors, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 241,432
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 241,432
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 241,432
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 1.98%
	14	Type of Reporting Person (See Instructions) OO

10

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) William Harris Investors, Inc.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 241,432
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 241,432
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 241,432
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 1.98%
	14	Type of Reporting Person (See Instructions) CO

11

CUSIP No.   92835K103
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Vivaldi Holdings, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO-Funds of investment advisory clients
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 388,252
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 388,252
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 388,252
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13	Percent of Class Represented by Amount in Row (11) 3.19%
	14	Type of Reporting Person (See Instructions) HC

12

CUSIP No.   92835K103

Item 1.   Security and Issuer.

This Schedule 13D relates to the shares of the Common Stock, $0.10 par value per share (the “Common Stock”), of Vishay Precision Group, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3 Great Valley Parkway, Suite 150, Malvern, Pennsylvania 19355.

With regard to GrizzlyRock Capital, LLC (“GrizzlyRock Capital”), GrizzlyRock General Partner, LLC (“GrizzlyRock GP”), GrizzlyRock Institutional Value Partners, LP (the “GrizzlyRock Fund”) and Kyle Mowery (collectively, the “GrizzlyRock Group”), this Schedule 13D relates to Common Stock of the Issuer purchased by the GrizzlyRock Fund. The GrizzlyRock Fund may direct the vote and disposition of the 316,602 shares of Common Stock it holds directly. GrizzlyRock Capital and GrizzlyRock GP serve as the investment adviser to and the general partner of the GrizzlyRock Fund, respectively, and may direct the vote and disposition of the 316,602 shares of Common Stock held by the GrizzlyRock Fund. Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP and may direct GrizzlyRock Capital to direct the vote and disposition of the 316,602 shares of Common Stock held by the GrizzlyRock Fund. Mr. Mowery specifically disclaims beneficial ownership of such shares. The securities reported herein as being beneficially owned by the GrizzlyRock Group do not include any securities beneficially owned by Vivaldi or the Growth Fund Group.

Vivaldi Asset Management, LLC (“VAM”, and collectively with Vivaldi Holdings and VCM, “Vivaldi”) is an investment adviser registered with the SEC that provides investment advisory services to certain series of Investment Managers Series Trust II, a registered investment company, specifically the Vivaldi Multi-Strategy Fund (the “Client Account”). As investment adviser to the Client Account, VAM has the authority to invest the funds of the Client Account in securities (including shares of Common Stock of the Issuer) as well as the authority to purchase, vote and dispose of securities (including the 146,820 shares of Common Stock of the Issuer held by the Client Account), and may thus be deemed the beneficial owner of the shares of the Issuer’s Common Stock held in the Client Account. VAM does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein. The securities reported herein as being beneficially owned by VAM do not include any securities beneficially owned by the GrizzlyRock Group and or the Growth Fund Group.

With regard to WHI Growth Fund Q.P., L.P. (“WHI Growth Fund”), WV Growth Fund GP, LLC (“Growth GP”), Vivaldi Capital Management, LLC (“VCM”), WV Investors, LLC (“WV Investors”), William Harris Investors, Inc. (“WHI”) and Vivaldi Holdings, LLC (“Vivaldi Holdings”, and collectively with WHI Growth Fund, Growth GP, VCM, WV Investors and WHI, the “Growth Fund Group”), this Schedule 13D relates to Common Stock of the Issuer purchased by WHI Growth Fund. WHI Growth Fund may direct the vote and disposition of the 241,432 shares of Common Stock it holds directly. Growth GP serves as the general partner of WHI Growth Fund, and may direct the vote and disposition of the 241,432 shares of Common Stock held by the WHI Growth Fund. WV Investors is the sole owner and managing member of Growth GP, and in such role may direct Growth GP to direct the vote and disposition of the 241,432 shares of Common Stock held by the WHI Growth Fund. VCM is the investment adviser to WHI Growth Fund, and in such role may direct the vote and disposition of the 241,432 shares of Common Stock held by the WHI Growth Fund. WHI is the owner of 50% of the equity interests of WV Investors, and through its control of WV Investors may direct the vote and disposition of the 241,432 shares of Common Stock held by the WHI Growth Fund. Vivaldi Holdings is the owner of 50% of the equity interests of WV Investors and controls VCM, the investment adviser to WHI Growth Fund, and through its control of WV Investors and VCM may direct the vote and disposition of the 241,432 shares of Common Stock held by the WHI Growth Fund. Information regarding the executive officers and directors of WHI is set forth on Annex 1 attached hereto and incorporated herein by reference. The securities reported herein as being beneficially owned by the Growth Fund Group do not include any securities beneficially owned by Vivaldi or the GrizzlyRock Group.

Vivaldi Holdings controls VAM and VCM. By virtue of its control of VAM, Vivaldi Holdings may be deemed to have a beneficial interest in the 146,820 shares of the Issuer’s Common Stock held by the Client Account, and by virtue of its control of VCM, Vivaldi Holdings may be deemed to have a beneficial interest in the 241,432 shares of the Issuer’s Common Stock held by WHI Growth Fund. Vivaldi Holdings does not own any Common Stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein. Information regarding the executive officers of Vivaldi is set forth on Annex 2 attached hereto and incorporated herein by reference. The securities reported herein as being beneficially owned by Vivaldi Holdings do not include any securities beneficially owned by the GrizzlyRock Group.

Item 2.   Identity and Background.

(a)This Schedule 13D is being filed jointly by the GrizzlyRock Group, Vivaldi and the Growth Fund Group.

The parties identified in the list below constitute the GrizzlyRock Group:

13

CUSIP No.   92835K103

·GrizzlyRock Capital, LLC, a Delaware limited liability company and investment adviser to GrizzlyRock Institutional Value Partners,LP.

·GrizzlyRock GP, LLC, a Delaware limited liability company and general partner of GrizzlyRock Institutional Value Partners, LP.

·GrizzlyRock Institutional Value Partners, LP, a Delaware limited partnership.

The parties identified in the list below constitute the Growth Fund Group:

·WV Growth Fund GP, LLC, a Delaware limited liability company and the general partner of WHI Growth Fund Q.P., L.P.

·Vivaldi Capital Management, LLC, a Delaware limited liability company and the investment adviser to WHI Growth Fund Q.P., L.P.

·WV Investors, LLC, a Delaware limited liability company and the sole owner and managing member of WV Growth Fund GP, LLC.

·William Harris Investors, Inc., a Delaware corporation, and a control person of WV Investors, LLC.

·Vivaldi Holdings, LLC, a Delaware limited liability company and control person of WV Investors, LLC.

·WHI Growth Fund Q.P., L.P., an Illinois limited partnership.

The parties identified in the list below constitute Vivaldi:

·Vivaldi Asset Management, LLC, a Delaware limited liability company and investment adviser to the Client Account.

·Vivaldi Capital Management, LLC, a Delaware limited liability company and investment adviser to WHI Growth Fund.

·Vivaldi Holdings, LLC, a Delaware limited liability company and control person of Vivaldi Asset Management, LLC and Vivaldi Capital Management, LLC.

Each of the persons identified herein is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached as Exhibit 99.1 hereto. The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Exchange Act.

(b) – (c)  The principal business address of each of GrizzlyRock Capital, GrizzlyRock GP, the GrizzlyRock Fund and Mr. Mowery is 191 N. Wacker Drive, Suite 1500, Chicago, IL 60606. Each of GrizzlyRock Capital, GrizzlyRock GP and the GrizzlyRock Fund are engaged in various interests, including investment and investment management activities. The principal employment of Mr. Mowery is (1) private investor, (2) serving as the Managing Member of GrizzlyRock Capital and GrizzlyRock GP and (3) serving as a Portfolio Manager of Vivaldi.

The principal business address of each of VAM, VCM and Vivaldi Holdings is 225 W. Wacker Drive, Suite 2100, Chicago, IL 60606. VAM and VCM are engaged in various interests, including investment management activities. Vivaldi Holdings is a holding company.

The principal business address of each of WHI Growth Fund, Growth GP, WV Investors and WHI is 191 N. Wacker Drive, Suite 1500, Chicago, IL 60606. Each of each of WHI Growth Fund, Growth GP, WV Investors and WHI are engaged in various interests, including investment and investment management activities.

(d)           None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)            Mr. Mowery is a citizen of the United States of America.

14

CUSIP No.   92835K103

Item 3.   Source and Amount of Funds or Other Consideration.

The Common Stock was acquired in open market purchases with (1) the working capital of the GrizzlyRock Fund and WHI Growth Fund, as applicable; and (2) the funds of the Client Account. The aggregate amount of funds expended, excluding commissions, to acquire shares of Common Stock held by the GrizzlyRock Fund is $5,065,632; by WHI Growth Fund is $3,862,912; and by the Client Account is $2,349,120.

Item 4.   Purpose of Transaction.

The Reporting Persons believe that the Issuer and the Issuer’s management (the “Management”) and Board of Directors (the “Board”) have systematically failed to deliver shareholder value.  The current Management and the Board publicly announced a go-forward that plan indicates no improvement for shareholders. The Reporting Persons further believe that the Issuer is a unique and highly valuable business, yet it has produced negligible shareholder return since 2010 due, in our judgment, to poor management and an ineffective Board. See presentation attached hereto as Exhibit 99.2.

Based on the Reporting Persons’ analysis of the Issuer we believe the following:

1)    Significant undervaluation: the Issuer’s shares have languished for years with total shareholder returns of 0% over ~5 years.

·Shares have consistently trailed the S&P 500 by ~111% since year-end 2011

·Business is valued by public markets investors at a discount to peers

2)    Challenges and root causes: the Reporting Persons believe the Issuer’s persistent undervaluation is due to ineffective management, poor capital deployment, an unqualified Board failing to oversee Management, compensation that rewards failure and excessive overhead.

3)    Shareholder-focused way forward: the Reporting Persons believe the right path forward for the Board is to immediately reduce corporate overhead, publicly disclose results of Fall 2016 strategic alternatives review, strengthen the Board, cease acquisitions, and re-commence strategic alternatives review.

The Reporting Persons will seek an opportunity to meet with the Issuer’s management team to engage in constructive and value-enhancing dialogue. The Reporting Persons purchased the Common Stock for investment purposes. The intent of beneficial ownership of the Reporting Persons is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock.

The Reporting Persons may make further purchases of shares of Common Stock (including through a 10b5-1 plan). The Reporting Persons may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.   Interest in Securities of the Issuer.

(a)-(b)     The following list and notes to the list set forth the aggregate number and percentage (based on 12,167,045 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q for the period ended September 30, 2016) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2, and indicates whether such Reporting Persons have sole or shared voting and dispositive power over such shares. As a group, the Reporting Persons would hold 704,854 shares of Common Stock, or 5.79% of the outstanding Common Stock:

Name	Shares of Common Stock Beneficially Owned	Percentage of Shares of Common Stock Beneficially Owned(1)
GrizzlyRock Institutional Value Partners, LP (1)	316,602	2.6	%
GrizzlyRock Capital, LLC (1)	316,602	2.6	%
GrizzlyRock General Partner, LLC (1)	316,602	2.6	%
Kyle Mowery (2)	316,602	2.6	%
WHI Growth Fund QP, LP (3)	241,432	1.98	%
WV Growth Fund GP, LLC (3)	241,432	1.98	%
Vivaldi Capital Management, LLC (3)	241,432	1.98	%
WV Investors, LLC (3)	241,432	1.98	%
Vivaldi Holdings, LLC (3) (4)	388,252	3.19	%
William Harris Investors, Inc. (3)	241,432	1.98	%
Vivaldi Asset Management, LLC (4)	146,820	1.21	%

(1)  Percentage calculated based on 12,167,045 aggregate Common Stock shares outstanding as of November 8, 2016, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2016.

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CUSIP No.   92835K103

(1)GrizzlyRock Capital is the investment adviser to and GrizzlyRock GP is the general partner of the GrizzlyRock Fund. Each has voting and dispositive power with regard to the 316,602 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, he has the power to direct the affairs of GrizzlyRock Capital and GrizzlyRock GP. Therefore, GrizzlyRock Capital and GrizzlyRock GP may be deemed to share with Mr. Mowery voting and dispositive power with regard to the 316,602 shares of Common Stock held by the GrizzlyRock Fund.

(2)Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, the investment adviser to and the general partner of the GrizzlyRock Fund, he has the power to direct the affairs of the GrizzlyRock Fund, including the voting and disposition of 316,602 shares of Common Stock held in the name of the GrizzlyRock Fund. Therefore, Mr. Mowery is deemed to share voting and dispositive power with respect to the 316,602 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Portfolio Manager for the Client Account, he has voting and dispositive power with regard to the 146,820 shares of Common Stock held by the Client Account. Mr. Mowery specifically disclaims beneficial ownership of all such shares.

(3)VCM is the investment adviser to, and Growth GP is the general partner of, WHI Growth Fund. Each has voting and dispositive power with regard to the 241,432 shares of Common Stock held by WHI Growth Fund. Because WV Investors is the sole owner and managing member of Growth GP, it has the power to direct the affairs of Growth GP and, indirectly, WHI Growth Fund. Because Vivaldi Holdings controls VCM, it has the power to direct the affairs of VCM and, indirectly, the voting and dispositive power with regard to the 241,432 shares of Common Stock held by WHI Growth Fund. WHI and Vivaldi Holdings each own 50% of the equity interests of WV Investors, and have the power to direct the affairs of WV Investors, and indirectly can control the affairs of Growth GP and WHI Growth Fund. Therefore, Growth GP, VCM, WV Investors, WHI and Vivaldi Holdings may be deemed to share voting and dispositive power with regard to the 241,432 shares of Common Stock held by WHI Growth Fund.

(4)VAM, as investment adviser to the Client Account, may be deemed to have shared voting and dispositive power with respect to 146,820 shares of Common Stock held by the Client Account. Vivaldi Holdings, as a control person of VAM, may be deemed to have shared voting and dispositive power with respect to 146,820 shares of Common Stock and may thus be deemed the indirect beneficial owner of the shares beneficially owned by the Client Account. VAM and Vivaldi Holdings specifically disclaim beneficial ownership of such shares.

(c)                   The Reporting Persons effected the following purchases (and no sales) within the past 60 days:

Name	Trade Date	Number of Shares Purchased	Price Per Share		Where and How Transaction was Effected
WHI Growth Fund	1/10/2017	20,000	$	18.70	Open Market Purchase/Sale
WHI Growth Fund	1/12/2017	61,600	$	18.25	Open Market Purchase/Sale
GrizzlyRock Fund	1/18/2017	1,866	$	17.65	Open Market Purchase/Sale
GrizzlyRock Fund	1/18/2017	88	$	17.74	Open Market Purchase/Sale
Vivaldi – Client Account	1/18/2017	882	$	17.65	Open Market Purchase/Sale
Vivaldi – Client Account	1/18/2017	41	$	17.74	Open Market Purchase/Sale
WHI Growth Fund	1/18/2017	3,651	$	17.65	Open Market Purchase/Sale
WHI Growth Fund	1/18/2017	171	$	17.74	Open Market Purchase/Sale
GrizzlyRock Fund	1/31/2017	80	$	16.65	Open Market Purchase/Sale
Vivaldi – Client Account	1/31/2017	55	$	16.65	Open Market Purchase/Sale
WHI Growth Fund	1/31/2017	2,399	$	16.65	Open Market Purchase/Sale
GrizzlyRock Fund	2/6/2017	250	$	16.40	Open Market Purchase/Sale
Vivaldi – Client Account	2/6/2017	150	$	16.40	Open Market Purchase/Sale
WHI Growth Fund	2/6/2017	4,600	$	16.40	Open Market Purchase/Sale
WHI Growth Fund	3/6/2017	100,000	$	16.00	Open Market Purchase/Sale

16

CUSIP No.   92835K103

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.

(e)           Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

With respect to the GrizzlyRock Fund, GrizzlyRock Capital is entitled to a management fee based upon a percentage of total capital, and GrizzlyRock GP is entitled to an allocation of a portion of profits, if any.

With respect to WHI Growth Fund, VCM is entitled to a management fee based upon a percentage of total capital.

VAM is the investment adviser to the Client Account pursuant to an investment advisory agreement that provides VAM with the authority to (i) invest the funds of the Client Account in securities (including shares of Common Stock of the Issuer), (ii) hold, vote and dispose of securities (including shares of Common Stock of the Issuer), and (iii) file this statement.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 99.1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7.   Material to be Filed as Exhibits.

Exhibit No.	Description
99.1	Joint Filing Agreement
99.2	Vishay Precision Group Comprehensive Analysis, March 2017

17

CUSIP No.   92835K103

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:	March 10, 2017
GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS, LP
By:	GrizzlyRock General Partner, LLC, its general partner
By:	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
GRIZZLYROCK CAPITAL, LLC
By	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
GRIZZLYROCK GENERAL PARTNER, LLC
By	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
/s/ Kyle Mowery
Kyle Mowery
WHI GROWTH FUND Q.P., L.P.
By:	WV Growth Fund GP, LLC, its general partner
By:	WV Investors, LLC, its manager
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager

18

CUSIP No.   92835K103

VIVALDI CAPITAL MANAGEMENT, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer
WV GROWTH FUND GP, LLC
By: WV Investors, LLC, its manager
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager
WV INVESTORS, LLC
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager
WILLIAM HARRIS INVESTORS, INC.
By:	/s/ Marc D. Bassewitz
	Marc D. Bassewitz
	Vice President
VIVALDI HOLDINGS, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer
VIVALDI ASSET MANAGEMENT, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer

19

CUSIP No.   92835K103

Annex 1

WILLIAM HARRIS, INC. - EXECUTIVE OFFICER SUMMARY

March 10, 2017

The following sets forth certain information with respect to the executive officers and directors of William Harris Investors, Inc. (“WHI”). The business address of each executive officer and directors is: 191 North Wacker Drive, Suite 1500, Chicago, IL 60606.

None of the executive officers or directors has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the executive officers or directors has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

None of the executive officers or directors is a beneficial owner of shares of Common Stock of the Issuer. Each of the executive officers and directors is a United States citizen.

Charles Polsky is a director of, and the Chief Executive Officer and President of WHI.

Jack Polsky is a director of WHI.

Adam Langsam is Senior Vice President and Chief Operating Officer of WHI.

Beth Stephens is Senior Vice President of WHI.

Marc Bassewitz is Vice President and General Counsel of WHI.

Ann-Marie Wolf is Vice President and the Treasurer of WHI.

20

CUSIP No.   92835K103

Annex 2

VIVALDI HOLDINGS LLC - EXECUTIVE OFFICER SUMMARY

March 10, 2017

The following sets forth certain information with respect to the executive officers and members of Vivaldi Holdings, LLC (“Vivaldi Holdings”), Vivaldi Capital Management, LLC (“VCM”) and Vivaldi Asset Management, LLC (“VAM”). The business address of each executive officer and directors is: 225 West Wacker, Suite 2100, Chicago, IL 60606.

None of the executive officers or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the executive officers or directors has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

None of the executive officers or members is a beneficial owner of shares of Common Stock of the Issuer. Each of the executive officers and members is a United States citizen.

David Sternberg is the Chief Executive Officer of VCM, VAM and Vivaldi Holdings.

Randal Golden is the Chief Financial Officer of VCM and VAM.

Michael Peck is the President and Co-Chief Investment Officer of VCM, VAM and Vivaldi Holdings.

Scott Hergott is the Co-Chief Investment Officer of VCM and VAM.

Chad Eisenberg is the Chief Operating Officer of VCM, VAM and Vivaldi Holdings.

21

EX-99.1

EXHIBIT 99.1

CUSIP No.   92835K103

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.10 par value per share, of Vishay Precision Group, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

Date:	March 10, 2017
GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS, LP
By:	GrizzlyRock General Partner, LLC, its general partner
By:	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
GRIZZLYROCK CAPITAL, LLC
By	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
GRIZZLYROCK GENERAL PARTNER, LLC
By	/s/ Kyle Mowery
	Kyle Mowery
	Managing Member
/s/ Kyle Mowery
Kyle Mowery

1

CUSIP No.   92835K103

WHI GROWTH FUND Q.P., L.P.
By:	WV Growth Fund GP, LLC, its general partner
By:	WV Investors, LLC, its manager
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager
WV GROWTH FUND GP, LLC
By:	WV Investors, LLC, its manager
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager
VIVALDI CAPITAL MANAGEMENT, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer
WV INVESTORS, LLC
By:	/s/ Adam B. Langsam
	Adam B. Langsam
	Manager
WILLIAM HARRIS INVESTORS, INC.
By:	/s/ Marc D. Bassewitz
	Marc D. Bassewitz
	Vice President
VIVALDI HOLDINGS, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer

2

CUSIP No.   92835K103

VIVALDI ASSET MANAGEMENT, LLC
By:	/s/ Randal Golden
	Randal Golden
	Chief Financial Officer

3

EX-99.2

Exhibit 99.2

Comprehensive Analysis Vishay Precision group Copyright 2017 March 2017

Legal Disclaimer This presentation is for general informational purposes only. The views expressed herein represent the opinions of GrizzlyRock Capital, LLC and their affiliates, whose analysis is based on publicly available information and have been developed independently of Vishay Precision Group (the "Company") and of other third parties. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained in this presentation. GrizzlyRock Capital, LLC and their affiliates have not assumed any responsibility for independently verifying the information in this presentation, and they disclaim any obligation to update the information contained herein and reserve the right to modify This presentation is solely for informational purposes. This presentation is not intended to provide the sole basis for any decision on any transaction and is not a recommendation with respect to any transaction. The recipient should make its own independent business decision based on all other information, advice and the recipient's own judgment. This presentation does not recommend the purchase or sale of any security nor is it an offer to sell or a solicitation of an offer to buy any security. Furthermore, this presentation is not and should not be considered a solicitation of proxies in connection with any present or future proxy solicitation. GrizzlyRock Capital, LLC and their affiliates represent a group of investors that as of the date hereof beneficially owns, in the aggregate, approximately 5.79% of the outstanding shares of common stock of the Company as disclosed in the group’s Schedule 13D filed with the Securities and Exchange Commission on March 10th, 2017. Members of the group reserve the right to acquire additional shares of common stock or sell or otherwise dispose of any or all of the shares of common stock of the Company beneficially owned by them, in the open market, in privately negotiated transactions or otherwise. The group may also take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. Cautionary Statement Regarding Forward-Looking Statements The information herein contains forward-looking statements. Specific forward-looking statements can be identified by the fact that they do not related strictly to historical or current facts and include, without limitation, words such as "may," will," "expects," "believer," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements, estimates, and projections reflect various assumptions concerning anticipated results that are inherently subject to significant uncertainties and contingencies and have been included solely for illustrative purposes, including those risks and uncertainties detailed in the continuous disclosure and other filings of the Company, copies of which are available on the U.S. Securities and Exchange Commission website (“EDGAR”) at www.sec.gov/edgar. You should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. 1 or change their conclusions at any time in the future.

Table of Contents Attributes G Business 2 Executive Summary Issues & Suggestions VP Appendix Why Are We Here? Significant Underperformance Company Description Dominant Market Position GrizzlyRock Involvement Challenges & Root Causes Diversified Customer Base VPG Valuation Issues & Suggestions Consequence of Mismanagement Return Potential (Public or Private) Recent Events Conclusion Cost Opportunities & Operating Leverage Comparable Business Valuation

Executive Summary: Why Are We Here? GrizzlyRock believes that: Vishay Precision Group (NYSE:VPG) (“Vishay”, “VPG”, or the “Company”) has systematically failed Current Management and Board of Directors’ publicly announced plan indicates no improvement for shareholders Substantial opportunities exist to unlock shareholder value Vishay Precision Group is a unique and highly valuable sensor business. Yet the Company has produced negligible shareholder return since 2010 due to poor management and an ineffective Board of Directors 3 to deliver shareholder value

Executive Summary: GrizzlyROck Involvement GrizzlyRock and affiliates (“GrizzlyRock”) are together one of the largest Vishay Precision Group shareholders with 5.79% ownership of Class A shares (1). We have been shareholders since April 2015 We believe Vishay Precision Group is severely undervalued due to poor strategy, subpar execution, ineffective Management and a stagnant Board of Directors GrizzlyRock seeks to engage with the Board to evaluate all options to unlock shareholder value GrizzlyRock believes VPG is worth at least $24 per share (~50% upside) Our goal is to see a defined plan for value realization (1) GrizzlyRock and affiliated parties own 704,845 shares of VPG common stock as of March 10th, 2016

Executive Summary: Issues & Suggestions Based on our analysis of Vishay Precision Group we believe the following: 1) Significant Undervaluation: VPG shares have languished for years with total shareholder returns of 0% over ~5 years (1) •Shares have consistently trailed the S&P 500 by •Business valued by public markets investors at a discount to peers 2) Challenges and Root Causes: We believe Vishay’s persistent undervaluation is due to ineffective management, poor capital deployment, an unqualified Board failing to oversee Management, compensation that rewards failure and excessive overhead 3) Shareholder Focused Way Forward: GrizzlyRock believes the right path forward for the Board is to immediately reduce corporate overhead, publicly disclose results of Fall 2016 strategic alternatives, strengthen the Board, cease acquisitions, and re-commence strategic review (1) VPG shares traded for $15.98 on 12/31/2011 and $16.00 on 3/3/2016. No dividends were paid in the interim. (2) CapitalIQ & GrizzlyRock calculation ~111% since year end 2011 (2)

Executive Summary: Conclusion Vishay Precision Group should immediately (with public disclosure) take the following steps to realize intrinsic value: 1) Immediate Corporate Overhead Reduction 2) Identification & Reduction of Segment Operating Expenses 3) Elimination of Dual Class Share Structure 4) Improvement of Current Management Team 5) Systemic Board of Directors Reform (including but not limited to shareholder representation) Status Quo has Not Yielded Acceptable Results Dramatic Change is Needed to Unlock Shareholder Value 6

Table of Contents Attributes G Business 7 Executive Summary Issues & Suggestions VP Appendix Why Are We Here? Significant Underperformance Company Description Dominant Market Position GrizzlyRock Involvement Challenges & Root Causes Diversified Customer Base VPG Valuation Issues & Suggestions Consequence of Mismanagement Return Potential (Public or Private) Recent Events Conclusion Cost Opportunities & Operating Leverage Comparable Business Valuation

I.[ANCE: 120% 111.3% S&P 500 100% 80% 60% 40% 20% -20% 0.1°/o Vishay Precision Group GRIZZLY ROCK Source: Capita/IQ 8 Vishay Precision Group has trailed the S&P 500 by ""111°/o since year end 2011 TRAILING S&P 500 BY 111% SIGNIFICANT UNDERPERFORl\

Significant Underperformance: Tangible Book value Decline Tangible book value per share has declined 30% since 2012 We believe the decline is due to poor acquisitions and capital allocation decisions Source: CapitalIQ9 -30%

Challenges & Root Causes: capital allocation $238 $238 $250 $300 $250 $200 $150 $100 $50$27 $0 FY11FY12FY13FY14FY15FY16 RevenueGR Adj. EBITDA Despite spending $45 million on CapEx and $79.5 million on acquisitions (~60% of current market capitalization), over the past five years, revenues and EBITDA have remained flat Source:CapitalIQ & GrizzlyRock Calculations10 $232$225 $218 $26 $27 $23 $26 $24

Challenges & Root Causes: Bloated cost structure Vishay has abloated corporate overhead structure at ~$28 million per annum. Our channel checks and math suggests Vishay can operate on overhead (possibly less) Management notes Vishay has the corporate overhead to support $1 billion of revenue. Yet Vishay’s revenue is not closeto $1 billion, hence the business is massively underutilized and subscale and cost cuts are needed The ~$8 million potential cost savings from corporate overhead represents a ~30% immediate uplift to EBITDA 11 ~$20 million of corporate

Challenges & Root Causes: EBITDA Margin Vs. Peers 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% FY11FY12FY13FY14FY15FY16 VPGMTSCCTSLSE: SXSST Despite market leading share, Vishay’s EBITDA margins significantly lag peers due to bloated cost structure and segment inefficiencies Source: CapitalIQ12

Challenges & Root Causes: Bloated cost structure While the Company has taken some steps to rationalize its manufacturing footprint, our channel checks suggest Vishay has additional opportunities to consolidate its factory footprint and various brands The Board of Directors and Management should cease considering acquisitions and focus on integrating operations and rationalizing costs We believe Vishay can generate an additional ~$3 million per year in cost savings from further segment cost reduction 13

Challenges & Root Causes: Bloated cost structure If further cost reductions are implemented, Vishay could grow EBITDA by 30%+ gs Power Plus: Corp. O/H Cost Savings 8.0 Plus: Segment Cost Savings 2.0 Pro-Forma EBITDA 42.7 If Vishay was able to achieve $40+ million of EBITDA and an 8.0x EBITDA multiple the stock would be worth $26 per share (~60% increase from current price) 14 Implied EV/EBITDA 4.8x Estimated Earnin FY17E EBITDA 32.7

Challenges & Root Causes: dual class share Structure Dual class share structures are strongly looked down upon by firms such as ISS The dual class share structure’s versus voting interest If management and the board are performing well, there should be no need fordual class shares Board of Directors should immediately vote to remove the dual class share structure, thus aligning voting and economic interests 15 misaligns economicinterest

Challenges & Root Causes: dual class share Structure According to a March 2016 report by ISS and the IRRC Institute: “Controlled companies underperformed non-controlled firms over all periods reviewed (one-, three-, five-and 10-year periods) with respect to total shareholder returns, revenue growth, return on equity, and dividend payout ratios.“ IRRC Institute & ISS; Controlled Companies in the Standard & Poor’s 1500, A Follow-up Review of Performance & Risk 16

Challenges & Root Causes: poor acquisitions – George Kelk  Vishay announced the acquisition of Canada based George Kelk Corporation (“Kelk”) for CAD $50 million in December 2012 Kelk is a manufacturer of mission critical electronic measurement and control equipment used by steel mills and mining applications Management indicated Kelk was purchased for ~6.25x EBITDA utilizing a 2 year “average” assumption. Yet our calculations are thatVishay paid roughly ~10.6x (1) EBITDA (and EBITDA has subsequently declined) Since the Kelk acquisition, Vishay has taken over $10 million of impairments on the asset (~20% of the purchase price) (1) CapitalIQ & GrizzlyRock calculation17

Challenges & Root Causes: poor acquisitions – Stress-Tek Vishay purchased Stress-Tekin December 2015 for $20 million. Stress-Tek manufactures strain gage-based load cells and force measurement systems Generating $1.1 million in EBITDA, EBITDA (the acquisition added an additional $6.4 million of goodwill) With cost synergies, Vishay expects EBITDA for the segment to reach $3 million in two years. One year since the acquisition, no update has been provided Stress-Tek acquisition highlights management’s poor capital allocation skills and lack of focus on return based metrics (such as ROIC) Source: CapitalIQ & GrizzlyRock calculation18 Vishaypaidastaggering18x

Challenges & Root Causes: Stagnant Board of Directors Board members Saul Reibstein and Timothy Talbert have both served on the board as “independent” directors since the initial spin-off in 2010 Under their tenure, these directors have overseen the value destructive policies undertaken by management, while collecting over $280,000 in annual retainers since joining Board members who oversaw the numerous value destructive acquisitions should be immediately replaced 19

Challenges & Root Causes: company Run for Legacy Family We believe the Board and management are incentivized to keep the organization as a going-concern for the benefit of family shareholders instead of outside investors Reasons for this belief include: 1) Outsized compensation for CEO Ziv Shoshani despite poor performance 2) Substantial salaries for family members employed by the company 3) Dual class share structure 20

Challenges & Root Causes: Under-delivering Management Team While inconsistent in meeting their range of provided estimates, management has consistently blamed FX rates and various industry weaknesses for weak revenue and earnings Management has also demonstrated poor planning as witnessed by the 2015 covenant violation driven by planned CapEx spend as well as delayed SEC filings in FY15 due to a restatement “Our expectation for fiscal year 2016 is for adjusted diluted earnings per share to be in the range of $0.80 to $1.00, at constant exchange rates” Actual “Adj.” EPS: $0.74 / GAAP EPS $0.48 Per VPG 4th Quarter 2015 Earnings Release 2.18.16 21

Challenges & Root Causes: Excessive management compensation Under CEO Ziv Shoshani’s (legacy family member) management, Vishay shareholders have experienced a 5% per annum decline in tangible book value per share and ~0% total stock return Despite these horrid results, Mr. Shoshani has received a staggering $11.3 million (1) in compensation from FY10 to FY15 (amounts to ~5.5% of the current enterprise value) We find it egregious that the Company paid treasurer Steven Klausner(a brother-in-law of the current Board Chairman) a salary and benefits totaling $365,953 for 2015 (1) Per VPG Proxy filings22

Challenges & Root Causes: Inefficient Management Team We recommend Vishay’s Board implement a search for new CEO candidates Under current leadership, the has been under whelmizng driven by flat revenue and EBITDA growth since the spin-off Weak total shareholder returns are driven by: 1) Lack of focus on return on invested capital leading to poor acquisitions such as Kelk 2) Inefficient capital expenditure spend Shareholder return on Vishay Precision Group common stock has trailed the S&P 500 by ~111% since year end 2011 23 totalshareholderreturn

Challenges & Root Causes: Low Free Cash Flow Vishay’s free cash flow yield should be in-line with peers (such as Spectris) with ~75% FCF to Cash Flow from Operation conversion rates 24

Consequence of Mismanagement: pervasive EBITDA Multiple Weakness 18.0x 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x FY11FY12FY13FY14FY15FY16YTD17 VPGMTSCCTSLSE: SXSST Status quo has not yielded acceptable results Dramatic change is needed to unlock shareholder value Source: CapitalIQ25

Table of Contents Attributes G Business Business Valuation 26 Executive Summary Issues & Suggestions VP Appendix Why Are We Here? Significant Underperformance Company Description Dominant Market Position GrizzlyRock Involvement Challenges & Root Causes Diversified Customer Base VPG Valuation Issues & Suggestions Consequence of Mismanagement Return Potential (Public or Private) Recent Events Conclusion Cost Opportunities & Operating Leverage Comparable

VPG Business Attributes: Dominant Market Position Vishay is the largest foil products/resistor manufacturer with over 50% market share in certain niche sensor verticals Vishay’s product average selling prices are a low percentage ofthe end product’s total cost. Competition tends to be determined on quality and performance. Due to Vishay’s technical know-how and scale within their respective niche(s), Vishay has a clear advantage 27

VPG Business Attributes: Dominant Market Position Vishay’s dominant market position generate 40% or higher gross margins in its foil technology segment while generating segment ROIC in excess of 20% Vishay is #1 undisputed leader in foil technology, a high margin cashgenerative business and a leader in the fragmented weighing and control systems market 28 has allowed the Company to

VPG Business Attributes: Diversified Customer Base Vishay boasts a diversified customer base with no customer totaling more than 5% of revenues and no meaningful top ten customer concentration The customer base is diversified across multiple channels and a wide variety of industries, including medical equipment, semiconductor, industrials, measuring and aerospace amongst others Vishay’s fragmented customer and distribution base allows the Company to maintain pricing as well as partially insulate its business from a degradation in one region or industry 29

VPG Business Attributes: public Market Return Potential Vishay currently trades for a 6.3x GrizzlyRock estimated 2017E EBITDA of ~$32.7MM, an undemanding multiple for a niche electrical components market leader Vishay’s industry has been active as of late for acquisitions, with peers purchased from 12.0x to 20.0x EBITDA Due to VPG’s size and business characteristics, a 10x – 12x EBITDA multiple would not be surprising given the synergies a large acquirer could realize 30

VPG Business Attributes: private Market Return Potential Sensor businesses similar to Vishay have been purchased in the private markets at 10x – 20x EBITDA We believe if Vishay’s Board of Directors entered into discussions in good faith, the business could be sold for 10x to 13x LTM EBITDA 31

VPG Business Attributes: Cost Opportunities & Operating Leverage VPG’s operating model carries tremendous operating leverage (incremental EBITDA margins of ~50% for revenue over $250 million) VPG corporate overhead is egregiously high (currently at ~$28 million) Vishay has available additional cost savings on asegment operating level basis 32

Table of Contents Attributes G Business 33 Executive Summary Issues & Suggestions VP Appendix Why Are We Here? Significant Underperformance Company Description Dominant Market Position GrizzlyRock Involvement Challenges & Root Causes Diversified Customer Base VPG Valuation Issues & Suggestions Consequence of Mismanagement Return Potential (Public or Private) Recent Events Conclusion Cost Opportunities & Operating Leverage Comparable Business Valuation

Company Description Vishay Precision Group is a niche manufacturer of highly specialized electronic sensors. Vishay currently operates three business segments: 1) Foil technology products which consists of strain gauges and foil resistors 2) Force sensors which manufactures a broad line of load cells and force transducers 3) Weighing and control systems which provide customized weighing and control mechanisms Vishay was spun-off from Vishay Intertechnology in June 2010. Vishay is headquartered Malvern Pennsylvania and has significant operations in Israel, Europe and India 34

Vishay Precision Group Financial Metrics Snapshot 9.6x Equity Upside50% (1) GrizzlyRock Calculation35 GrizzlyRoc k Base Case Intrinsic Value ($MMs exc ept per share values) Intrinsic Value Share Pric e 24.0 Fully-Diluted Shares 12/31/16 13.4 Intrinsic EV to 2017E (1 ) EBITDA Implied Market Capitalization 322 + Debt 12/31/16 36 + Pension 12/31/16 15 - Cash 12/31/16 58 Implied Intrinsic Enterprise Value 315 VPG Current Metric s ($MMs exc ept per share values) Share Pric e 03/03/17 16.0 Fully-Diluted Shares 12/31/16 13.4 Dividend Yield 0.0% FY16 EBITDA 26.9 EV to 2016 EBITDA 7.7x Market Capitalization 03/03/17 215 + Debt 12/31/16 36 + Pension 12/31/16 15 - Cash 12/31/16 58 2017E EBITDA (1 )32.7 EV to 2017E EBITDA 6.3x 2016 Return on Assets 2.4% 2016 Return on Equity 3.7% Enterprise Value 03/03/17 207

GrizzlyRock Base Case Intrinsic Value 235 241 247 253 259 36 Base Case Valuation 12/31/14 12/31/15 12/31/16 2017E 2018E 2019E 2020E 2021E Revenue 250 232 225 Revenue Growth 4.8% -7.1% -3.1% Gross Margin 36.3% 36.4% 37.1% EBITDA 25 23 26 EBITDA Margin 9.8% 10.1% 11.4% CapEx 9 10 10 CapEx as % of sales 3.6% 4.3% 4.6% Free Cash Flow to the Firm EBIT(1-t) 9 9 9 + NCC 11 10 11 - ΔWC 12 (3) (3) - CapEx (9) (10) (10) 4. 38 3 5% 2.5% 2.5% 2.5% 2.5% .4% 38.5% 38.6% 38.7% 38.9% 3 35 37 40 42 13.9% 14.5% 15.1% 15.7% 16.0% 11 8 8 8 8 4.7% 3.3% 3.0% 3.0% 2.9% 17 19 22 24 27 11 11 10 10 8 (2) (2) (2) (2) (2) (11) (8) (8) (8) (8) Free Cash Flow to the Firm 22 5 8 Earnings Per Share $0.2 ($1.0) $0.5 16 21 23 25 26 $1.2 $1.3 $1.5 $1.7 $1.9

Grizzlyrock Base Case Intrinsic Value Multiple 9.0x minal Value 374 Base Case DCF Intrinsic Value Implies a 50% Price Increase 37 Perpetuity Growth Method EBITDA Multiple Method WACC 10.0% Terminal FCFF Growth Rate 3.0% Terminal Value 378 NPV of Terminal Value 235 NPV of 2017-2021 FCFF 81 EBIT Exit Ter DA in Terminal Year 41.5 NPV of Terminal Value 232 NPV of 2017-2021 FCFF 81 Enterprise Value (as c alc ulated) 316 Plus: Net Cash at 12-31-16 8 Enterprise Value (as c alc ulated) 313 Plus: Net Cash at 12-31-16 8 Equity Value 323 Diluted Shares 13 Equity Value Per Share $24.1 Equity Value 321 Diluted Shares 13.4 Equity Value Per Share $23.9 Average of Each Method $24.0 per share

sum-of-the-parts valuation EBITDA Multiple Enterprise Weighing and Control Systems 13.9 7.5x 104 Net Cash 8 Implied Enterprise Value $322 Sum of the Parts Intrinsic Value Implies a 50% Price Increase 38 Per Share $24.0 Corp Overhead (25.0) 7.5x (188) Segment EBITDA Implied Value Foil Technology Products $30.0 11.0x 331 Force Sensors 9.5 7.0x 67

Recent Timeline VPG records a Kelk) business VPG acquires Stress-impairment money on strategic Instruments for $11 million conclusion of Kelk for currency recording issues in India VPG breaches fixed charge without substantive (~10.6x EBITDA) Vishay adds Cary Wood and Janet Clarke to its Board planned CapEx disclosure VPG announces an additional $4.9 million impairment within steel (i.e. $4.6 millionsegment or 18.2x EBITDA VPG purchasesVPG restates financials due toVPG acquires PacificVPG announces CAD $50 million(4x avg. two year EBITDA)strategic process coverage covenant due toinformation Source: CapitalIQ, Company Filings 39 related to Kelk Tek for $20 millionalternatives Dec 2013 Dec 2014 August 2015 Sept 2015 Dec 2015 Mar/April 2016 Oct 2016 Feb 2017 VPG spends $1.1 million of shareholder

Key Statistics for Comparable Public Businesses Group, Inc . Holding N.V. Prec ision Tec hnologies Corporation Corporation Spec tris plc asdaq GS:MTSC NYSE:CTS LSE:SXS EBITDA 27 797 65 75 283 EBITDA Margins 12% 25% 11% 19% 17% Stock Price 16.0 41.6 55.3 22.3 30.3 Dividend Yield 0.0% 0.0% 2.2% 0.7% 2.1% Market Cap (today) 211 7,103 922 729 3,609 Enterprise Value (today) 207 10,026 776 705 3,794 TEV/EBITDA 7.7x 12.6x 11.9x 9.5x 13.4x Return on Assets 3.4% 4.9% 5.3% 6.9% 6.4% Return on Capital 4.4% 5.9% 8.3% 8.9% 8.4% P/BV 1.2x 3.7x 2.3x 2.3x 2.8x P/Sales 0.9x 3.1x 1.3x 1.8x 2.3x Source: Capital IQ, Company Filings 40 LTM For Period Ended 12/31/2016 12/31/2016 7/2/2016 12/31/2016 12/31/2016 Vishay Sensata MTS Systems CTS Ticker NYSE:VPG NYSE:STN Revenue 225 3,202 Gross Margins 37% 35% 579 397 1,662 36% 35% 57%

Private market transactions oup $580 3.2x 13.5x r Intl $1,004 2.2x 10.0x Jun-14 TE Connectivity Measurement Specialties $1,653 3.1x 16.7x Source: CapitalIQ, Company Filings The sensor M&A industry has been active over the past five years with 15+ transactions, all occurring at multiples in excess of 10x EBITDA (~4.0x premium to Vishay’s current valuation multiple) 41 Mean 2.2x 12.3x Median 2.6x 11.7x Select Comparable Private Market Transactions Date Acquirer Target EVEV/Rev EV/EBITDA Apr-16 MTS Corp. PCB Gr Jul-15 SensataCST US Seg $960 3.0x 11.5x Aug-14 SensataSchrade Jun-14 Measurement Specialties Wema Systems $1151.0x 10.4x Apr-12 DanaherX-Rite $479 0.6x 11.9x