UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2013

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from                     to

Commission File Number 001-35849





NV5 Holdings, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 45-3458017                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|200 South Park Road, Suite 350
Hollywood, Florida 33021        |  | 33021                                  
|(Address of principal executive offices)                       |  | (zip code)                             

(954) 495-2112

(Registrants telephone number, including area code)





Indicate by
check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ̈    No  x

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

As of May14, 2013, there were outstanding 4,208,564 shares of the registrants common stock, $0.01 par value.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (the Amendment) is being filed solely to correct the number of shares outstanding on
the cover page of the registrants Form 10-Q for the period ended March 31, 2013 (the Original Filing) filed with the Securities and Exchange Commission (the SEC) on May 14, 2013. No other changes have been
made to the Original Filing, whether to update the Original Filing to reflect events occurring subsequent to the filing of the Original Filing or otherwise. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Form
10-Q/A contains new certifications by the registrants principal executive officer and principal financial officer, which are being filed as exhibits to this Form 10-Q/A. Because this Form 10-Q/A includes no financial statements, we are not
including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



2



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NV5 HOLDINGS, INC.

FORM 10-Q/A QUARTERLY REPORT

QUARTER ENDED MARCH 31, 2013

INDEX



|                            |  |      |   | 
|--------------------------- |  | ---- | - | 
|                            |  | Page |  
|PART II  OTHER INFORMATION | 
|                            | 
|ITEM 6        EXHIBITS      |  |      | 4 | 



3



---

|ITEM 6. | EXHIBITS.
|------- | ---------



|           |  |                                                                                                                                                                                            
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number     |  | Description                                                                                                                                                                                
|           | 
|31.1*      |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley
Act of 2002
|           | 
|31.2*      |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley
Act of 2002 
|           | 
|31.3****   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley
Act of 2002
|           | 
|31.4****   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley
Act of 2002 
|           | 
|32.1**     |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002                           
|           | 
|101.INS*** |  | XBRL Instance Document                                                                                                                                                                     
|           | 
|101.SCH*** |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                    
|           | 
|101.CAL*** |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                      
|           | 
|101.LAB*** |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                            
|           | 
|101.PRE*** |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                     
|           | 
|101.DEF*** |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                       





|* | Previously filed with the Quarterly Report on Form 10-Q for the period ended March 31, 2013 filed with the SEC on May 14, 2013.
|- | -------------------------------------------------------------------------------------------------------------------------------

|** | Previously furnished with the Quarterly Report on Form 10-Q for the period ended March 31, 2013 filed with the SEC on May 14, 2013.
|-- | -----------------------------------------------------------------------------------------------------------------------------------

|*** | Previously furnished with the Quarterly Report on Form 10-Q for the period ended March 31, 2013 filed with the SEC on May 14, 2013. In accordance with Rule
406T of Regulation S-T, the information in these exhibits shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Filed herewith.
|---- | ---------------



4



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                   |  |  |  |                    |  |                                                                                                        
|------------------ |  |  |  | ------------------ |  | -------------------------------------------------------------------------------------------------------
|                   |  |  |  | NV5 HOLDINGS, INC.
|                   |  |  | 
|                   |  |  |  | By:                |  | /s/ Michael P. Rama                                                                                    
|Date: May 15, 2013 |  |  |  |                    |  | Michael P. Rama Vice President and Chief Financial Officer (Principal Financial and
Accounting Officer)



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