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BROADWIND, INC. Director's Dealing 2010

May 17, 2010

34590_dirs_2010-05-17_eeefe935-2dea-4095-bf9e-bbf7eca8e918.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2010-05-17

Reporting Person: TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. (10% Owner)
Reporting Person: TONTINE ASSET ASSOCIATES, L.L.C. (10% Owner)
Reporting Person: TONTINE POWER PARTNERS LP (10% Owner)
Reporting Person: Tontine Associates, LLC (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-05-17 Common Stock, $0.001 par value per share J 8507346 Disposed 31456289 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 3557307 Disposed 27898982 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 3817230 Disposed 24081752 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 1635031 Disposed 22446721 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 2495921 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 574298 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 574298 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 500577 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 6938507 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 6938507 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 314989 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 967951 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 967951 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 57319 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 6291102 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 6291102 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 16975 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 16975 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 219667 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 219667 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 1517487 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 1517487 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 8852 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 8852 Acquired 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 41897 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 397589 Disposed 19950800 Indirect
2010-05-17 Common Stock, $0.001 par value per share J 397589 Acquired 19950800 Indirect

Footnotes

F1: This report is filed jointly by: Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"), [continued in footnote 2]

F2: [continued from footnote 1] Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA"), Tontine Power Partners, L.P., a Delaware limited partnership ("TPP"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA") and Jeffrey L. Gendell ("Mr. Gendell").

F3: Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP and T25; (b) TCO, the general partner of TMF; (c) TM, the general partner of TP and TPP; (d) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"); (e) TAA, the general partner of TCP 2; and (f) TA.

F4: On May 17, 2010, TCP, TMF, TP, TOF and T25 (the "Distributing Funds") notified investors holding ownership interests in the Distributing Funds that the Distributing Funds have elected to redeem the ownership interests in the Distributing Funds held by those investors and that the Distributing Funds will distribute shares of Common Stock (the "Distributions") to the investors on a pro rata basis in settlement of the redemption. In connection with the Distributions, the Distributing Funds are distributing to investors all of the Common Stock owned by each of the Distributing Funds. As part of the Distributions, TCP is distributing 8,507,346 shares of Common Stock to investors that are not directly or indirectly controlled by Mr. Gendell ("Non-Tontine Parties"),

F5: TP is distributing 3,557,307 shares of Common Stock to Non-Tontine Parties, TMF is distributing 3,817,230 shares of Common Stock to Non-Tontine Parties, TOF is distributing 1,635,031 shares of Common Stock to Non-Tontine Parties and T25 is distributing 2,495,921 shares of Common Stock to Non-Tontine Parties.

F6: Also as part of the Distributions (i) TCP is distributing 574,298 shares of Common Stock to TCM, 500,577 shares of Common Stock to TA and 6,938,507 shares of Common Stock to TCP 2, (ii) TP is distributing 314,989 shares of Common Stock to TA, 967,951 shares of Common Stock to TM, 57,319 shares of Common Stock to TPP and 6,291,102 shares of Common Stock to TCP 2, (iii) TMF is distributing 16,975 shares of Common Stock to TCO and 219,667 shares of Common Stock to TCP 2, (iv) TOF is distributing 1,517,487 shares of Common Stock to TOA and (v) T25 is distributing 8,852 shares of Common Stock to TCM, 41,897 shares of Common Stock to TA and 397,589 shares of Common Stock to TCP 2. The transactions described in this footnote will not change the aggregate Common Stock ownership of the filing parties.

F7: After the completion of the transactions reported on this Form 4, Mr. Gendell, TCP, TMF, TP, TOF, T25 and TAA will directly own 0 shares of Common Stock, TCM will directly own 583,150 shares of Common Stock, TCO will directly own 16,975 shares of Common Stock, TM will directly own 967,951 shares of Common Stock, TOA will directly own 1,517,487 shares of Common Stock, TCP 2 will directly own 15,950,455 shares of Common Stock, TPP will directly own 57,319 shares of Common Stock and TA will directly own 857,463 shares of Common Stock.

F8: All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. Securities held by TCP and T25 may be deemed to be beneficially owned by TCM. Securities held by TMF may be deemed to be beneficially owned by TCO. Securities held by TP and TPP may be deemed to be beneficially owned by TM. Securities held by TOF may be deemed to be beneficially owned by TOA. Securities held by TCP 2 may be deemed to be beneficially owned by TAA.

F9: Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCO, TM, TOA, TCP 2, TAA, TPP and TA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO.

F10: TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TPP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2.

F11: TA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TA.

F12: This Form 4 relates to the same transactions disclosed on the Form 4 filed on the date hereof by TCP, TCM, TMF, TCO, TP, TM, TOA, T25 and Mr. Gendell, all of which are joint filers with TCP 2, TAA, TPP and TA with respect to the Issuer's Common Stock.