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BROADWIND, INC. Director's Dealing 2014

May 6, 2014

34590_dirs_2014-05-06_8eb1e23f-5006-4253-9076-a609c7653db8.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: 2014-05-04

Reporting Person: KUSHNER STEPHANIE K (Exec. VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-04 Common Stock F 2761 $13.37 Disposed 185665 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5889 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $99.90 2019-07-29 Common Stock (2500) 2500 Direct
Stock Option (Right to Buy) $54.40 2020-03-09 Common Stock (5323) 5323 Direct
Stock Option (Right to Buy) $13.50 2021-03-07 Common Stock (14910) 14910 Direct
Stock Option (Right to Buy) $3.40 2022-05-04 Common Stock (34129) 34129 Direct

Footnotes

F1: The reporting person has elected to satisfy her 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) 2,940 shares of restricted stock units that vest on 3/7/15; (ii) 17,065 shares of restricted stock units that vest 8,532 shares on 5/4/15 and 8,533 shares on 5/4/16; and (iii) 40,822 shares of restricted stock units that vest 20,411 shares on each of 2/21/15 and 2/21/16; and (iv) 20,491 shares of restricted stock units that vest 6,830 shares on each of 2/20/15 and 2/20/16 and 6,831 shares on 2/20/16.

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 251 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: 625 shares vest on each of 7/29/10, 7/29/11, 7/29/12 and 7/29/13.

F5: 1,330 shares vest on 3/9/11 and 1,331 shares vest on each of 3/9/12, 3/9/13 and 3/9/14.

F6: 3,727 shares vest on each of 3/7/12 and 3/7/14 and 3,728 shares vest on each of 3/7/13 and 3/7/15.

F7: 8,532 shares vest on each of 5/4/13, 5/4/14 and 5/14/15 and 8,533 shares vest on 5/4/16.