BROADWIND, INC. — Director's Dealing 2013

Jan 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2013-01-18

Reporting Person: Rubin Jonathan David (VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-18	Common Stock	F	8152	$2.58	Disposed	19200	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2627	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$182.00	2018-07-02	Common Stock (7500)	7500	Direct
Stock Option (Right to Buy)	$77.80	2019-04-29	Common Stock (1871)	1871	Direct
Stock Option (Right to Buy)	$54.40	2020-03-09	Common Stock (2409)	2409	Direct
Stock Option (Right to Buy)	$13.50	2021-03-07	Common Stock (7031)	7031	Direct
Stock Option (Right to Buy)	$3.40	2022-05-04	Common Stock (16124)	16124	Direct

Footnotes

F1: The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of the restricted stock unit grant by directing the Company to withhold shares otherwise issuable pursuant to the grant.

F2: On 8/22/12, the Company completed a one-for-ten reverse stock split. All common stock amounts and exercise prices in the filing relating to securities acquired prior to 8/22/12 have been adjusted to reflect the one-for-ten reverse stock split.

F3: On January 18, 2013, the Reporting Person and the Issuer entered into that certain Separation Agreement (the "Separation Agreement"), pursuant to which, effective January 18, 2013, the Reporting Person's service as an officer of and employment with the Issuer was terminated. The Separation Agreement provides, among other things, for the accelerated vesting of 21,651 restricted stock units previously granted to the Reporting Person by the Issuer.

F4: This amount represents the total number of shares of Issuer common stock held in Reporting Person's 401(k) Plan as of January 18, 2013.

F5: This option was previously reported as covering 75,000 shares at an exercise price of $18.20 but was adjusted to reflect the stock split that occurred on 8/22/12. 1,875 shares vest on each of 4/29/10, 4/29/11, 4/29/12 and 4/29/13.

F6: This option was previously reported as covering 18,719 shares at an exercise price of $7.78 but was adjusted to reflect the stock split that occurred on 8/22/12. 467 shares vest on 4/29/10 and 468 shares vest on 4/29/11, 4/29/12 and 4/29/13.

F7: This option was previously reported as covering 24,095 shares at an exercise price of $5.44 but was adjusted to reflect the stock split that occurred on 8/22/12. 602 shares vest on 3/9/11, 3/9/12 and 3/9/13 and 603 shares vest on 3/9/14.

F8: This option was previously reported as covering 70,313 shares at an exercise price of $1.35 but was adjusted to reflect the stock split that occurred on 8/22/12. 1,757 shares vest on 3/7/12 and 1,758 shares vest on 3/7/13, 3/7/14 and 3/7/15.

F9: This option was previously reported as covering 161,243 shares at an exercise price of $.34 but was adjusted to reflect the stock split that occurred on 8/22/12. 4,031 shares vest on 5/4/13, 5/4/14, 5/4/15 and 5/4/16.