BROADWIND, INC. — Director's Dealing 2010

Mar 10, 2010

SEC Form 4/A — Form 4/A

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2010-02-01

Reporting Person: GENDELL JEFFREY L ET AL (10% Owner)
Reporting Person: TONTINE CAPITAL PARTNERS L P (10% Owner)
Reporting Person: TONTINE CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: Tontine Capital Overseas Master Fund, L.P. (10% Owner)
Reporting Person: Tontine Capital Overseas GP, LLC (10% Owner)
Reporting Person: TONTINE PARTNERS L P (10% Owner)
Reporting Person: TONTINE MANAGEMENT LLC (10% Owner)
Reporting Person: TONTINE OVERSEAS ASSOCIATES LLC (10% Owner)
Reporting Person: Tontine 25 Overseas Master Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock, $0.001 par value per share	J	2103590	—	Disposed	37860045	Indirect
2010-02-01	Common Stock, $0.001 par value per share	J	2103590	—	Acquired	39963635	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"), 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") and Jeffrey L. Gendell ("Mr. Gendell").

F2: 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; (d) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"); and (e) TAA, the general partner of TCP 2.

F3: As previously reported on a Form 4 filed February 3, 2010, effective February 1, 2010, the filing parties reallocated ownership of Common Stock among the entities comprising the filing parties (the "Reallocation"). When giving effect solely to the Reallocation, the aggregate Common Stock ownership of the filing parties after the completion of the Reallocation is the same as the aggregate Common Stock ownership of the filing parties before the Reallocation. In connection with the Reallocation, shares of Common Stock owned by TMF, TOF and T25 (collectively, the "Transferred Shares") were deemed to have been distributed in kind as of February 1, 2010 to certain investors holding ownership interests in TMF, TOF and/or T25, with all of the Transferred Shares then being immediately contributed by such investors to TCP 2.

F4: The number of Transferred Shares reported on the Form 4 filed February 3, 2010 as being contributed to TCP 2 was a preliminary estimate by the filing parties. On March 2, 2010, the filing parties finalized the actual number of Transferred Shares. The number of Transferred Shares deemed distributed in kind by TMF is 670,539 shares of Common Stock, deemed distributed in kind by TOF is 1,186,297 shares of Common Stock, and deemed distributed in kind by T25 is 246,754 shares of Common Stock, with all of such shares having been immediately contributed to TCP 2.

F5: Before the consummation of the transactions discussed in Footnotes No. 3 and 4, Mr. Gendell, TCM, TCO, TM, TOA, TAA and TCP 2 directly owned 0 shares of Common Stock, TCP directly owned 16,520,728 shares of Common Stock, TMF directly owned 4,724,413 shares of Common Stock, TP directly owned 11,188,667 shares of Common Stock, TOF directly owned 4,338,815 shares of Common Stock and T25 directly owned 3,191,012 shares of the Common Stock.

F6: All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP and T25 may be deemed to be beneficially owned by TCM. The foregoing securities held by TMF may be deemed to be beneficially owned by TCO. The foregoing securities held by TP may be deemed to be beneficially owned by TM. The foregoing 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.

F7: 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, TCP, TCO, TMF, TP, TM, TOA, TOF, T25, TCP 2 and TAA. 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 or representing TCM's pro rata interest in, and interest in the profits of, TCP and T25. 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 or representing TCO's pro rata interest in, and interest in the profits of, TMF.

F8: 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, TP. 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 or representing TOA's pro rata interest in, and interest in the profits of, TOF. 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.

F9: This filing relates to the same transaction reported on the Form 4 filed on February 3, 2010, and amended on the date hereof, by TCP 2 and TAA, both of which are joint filers with TCP, TCM, TMF, TCO, TP, TM, TOA, T25 and Mr. Gendell with respect to the Issuer's Common Stock.