BROADWIND, INC. — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2012-05-04

Reporting Person: FOX TERENCE P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	Common Stock	A	102941	—	Acquired	2580897	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (5196)	5196	Direct

Footnotes

F1: Includes 102,941 shares of restricted stock units which vest on 5/4/2013.

F2: Each share of phantom stock is the economic equivalent of one share of Broadwind Energy common stock.

F3: Phantom stock credited to participant's account in 2008 pursuant to and under the conditions of the Broadwind Energy, Inc. Deferred Compensation Plan. The value of the participant's account shall be paid to the participant in a single lump-sum payment, in cash, on the earliest of the participant's separation from service, death or change-in-control.