BROADWIND, INC. — Director's Dealing 2014

May 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2014-05-05

Reporting Person: Duprey Peter C. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-05	Common Stock	F	4697	$13.37	Disposed	263204	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5520	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$17.70	2020-11-15	Common Stock (22000)	22000	Direct
Stock Option (Right to Buy)	$3.40	2022-05-04	Common Stock (58083)	58083	Direct

Footnotes

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

F2: Includes (i) 4,500 restricted stock units that vest on 11/15/14; (ii) 43,563 restricted stock units that vest in 29,042 share increments on each of 5/4/15 and 5/4/16; and (iii) 65,000 restricted stock units that vest in 32,500 share increments on each of 2/21/15 and 2/21/16.

F3: Reflects the number of shares currently held in the reporting person's 401(k) plan account based on a plan statement dated April 29, 2014. This total reflects a reduction of 1,158 shares as compared to the reporting person's holdings stated in the issuer's 2014 proxy statement, in order to correct a computational error.

F4: 5,500 shares vest on each of 11/15/11, 11/15/12, 11/15/13 and 11/15/14.

F5: 14,520 shares vest on 5/4/13 and 14,521 shares vest on each of 5/4/14, 5/4/15 and 5/4/16.