BROADWIND, INC. — Director's Dealing 2014

May 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2014-04-29

Reporting Person: Fell David W. (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-29	Common Stock	F	38	$12.05	Disposed	18454	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3815	Indirect

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) 300 shares of restricted stock units that vest on August 5, 2014; (ii) 2,089 shares of restricted stock units that vest 1,044 shares on July 28, 2014 and 1,045 shares on July 28, 2015; (iii) 5,267 shares of restricted stock units that vest 2,633 shares on August 22, 2014 and 2,634 shares on August 22, 2015; (iv) 4,088 shares of restricted stock units that vest 2,044 shares on each of February 21, 2015 and February 21, 2016; and (v) 3,640 shares of restricted stock units that vest 1,213 shares on each of February 20, 2015 and February 20, 2016 and 1,214 shares on February 20, 2017.

F3: Reflects the current number of shares held in Reporting Person's 401(k) plan based on a plan statement dated April 29, 2014.