BROADWIND, INC. — Director's Dealing 2014

May 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2014-05-01

Reporting Person: ROGOWSKI ROBERT R (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-01	Common Stock	S	1000	$13.20	Disposed	24232	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3863	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$15.00	2021-05-05	Common Stock (1750)	1750	Direct
Stock Option (Right to Buy)	$3.394	2022-05-04	Common Stock (5647)	5647	Direct

Footnotes

F1: Includes (i) 875 shares of restricted stock units that vest 437 shares on 5/5/14 and 438 shares on 5/5/15; (ii) 4,236 shares of restricted stock units that vest in 1,412 share increments on each of 5/4/14, 5/4/15 and 5/4/16; (iii) 3,462 shares of restricted stock units that vest in 1,154 shares increments on each of 2/20/15, 2/20/16 and 2/20/17; and (iv) 6,271 shares of restricted stock units that vest 3,135 shares on 2/21/15 and 3,136 shares on 2/21/16.

F2: Reflects the current number of shares held in Reporting Person's 401(k) plan based on a plan statement dated April 29, 2014.

F3: 437 shares vest on each of 5/5/12 and 5/5/14 and 438 shares vest on each of 5/5/13 and 5/5/15.

F4: 1,411 shares vest on 5/4/13 and 1,412 shares vest on each of 5/4/14, 5/4/15 and 5/4/16.