BROADWIND, INC. — Director's Dealing 2014

Mar 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROADWIND ENERGY, INC. (BWEN)
CIK: 0001120370
Period of Report: 2014-03-13

Reporting Person: ROGOWSKI ROBERT R (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-13	Common Stock	S	3000	$9.70	Disposed	25232	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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.70 to $9.72 inclusive. The reporting person undertakes to provide Broadwind Energy, Inc., any security holder of Broadwind Energy, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Includes (i) 875 shares of restricted stock units that vest 437 shares on 5/4/14 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.

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.