SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rubin Jonathan David

(Last)

(First)

(Middle)

3240 S. CENTRAL AVENUE

(Street)

CICERO

60804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROADWIND ENERGY, INC. [ BWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/18/2013		F		8,152⁽¹⁾	D	$2.58	19,200⁽²⁾⁽³⁾	D
Common Stock								2,627⁽²⁾⁽⁴⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$182⁽²⁾							⁽⁵⁾	07/02/2018	Common Stock	7,500⁽²⁾		7,500⁽²⁾	D
Stock Option (Right to Buy)	$77.8⁽²⁾							⁽⁶⁾	04/29/2019	Common Stock	1,871⁽²⁾		1,871⁽²⁾	D
Stock Option (Right to Buy)	$54.4⁽²⁾							⁽⁷⁾	03/09/2020	Common Stock	2,409⁽²⁾		2,409⁽²⁾	D
Stock Option (Right to Buy)	$13.5⁽²⁾							⁽⁸⁾	03/07/2021	Common Stock	7,031⁽²⁾		7,031⁽²⁾	D
Stock Option (Right to Buy)	$3.4⁽²⁾							⁽⁹⁾	05/04/2022	Common Stock	16,124⁽²⁾		16,124⁽²⁾	D

Explanation of Responses:

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

2. On 8/22/12, the Company completed a one-for-ten reverse stock split. All common stock amounts and exercise prices in the filing relating to securities acquired prior to 8/22/12 have been adjusted to reflect the one-for-ten reverse stock split.

3. On January 18, 2013, the Reporting Person and the Issuer entered into that certain Separation Agreement (the "Separation Agreement"), pursuant to which, effective January 18, 2013, the Reporting Person's service as an officer of and employment with the Issuer was terminated. The Separation Agreement provides, among other things, for the accelerated vesting of 21,651 restricted stock units previously granted to the Reporting Person by the Issuer.

4. This amount represents the total number of shares of Issuer common stock held in Reporting Person's 401(k) Plan as of January 18, 2013.

5. This option was previously reported as covering 75,000 shares at an exercise price of $18.20 but was adjusted to reflect the stock split that occurred on 8/22/12. 1,875 shares vest on each of 4/29/10, 4/29/11, 4/29/12 and 4/29/13.

6. This option was previously reported as covering 18,719 shares at an exercise price of $7.78 but was adjusted to reflect the stock split that occurred on 8/22/12. 467 shares vest on 4/29/10 and 468 shares vest on 4/29/11, 4/29/12 and 4/29/13.

7. This option was previously reported as covering 24,095 shares at an exercise price of $5.44 but was adjusted to reflect the stock split that occurred on 8/22/12. 602 shares vest on 3/9/11, 3/9/12 and 3/9/13 and 603 shares vest on 3/9/14.

8. This option was previously reported as covering 70,313 shares at an exercise price of $1.35 but was adjusted to reflect the stock split that occurred on 8/22/12. 1,757 shares vest on 3/7/12 and 1,758 shares vest on 3/7/13, 3/7/14 and 3/7/15.

9. This option was previously reported as covering 161,243 shares at an exercise price of $.34 but was adjusted to reflect the stock split that occurred on 8/22/12. 4,031 shares vest on 5/4/13, 5/4/14, 5/4/15 and 5/4/16.

Remarks:

	Elizabeth M. Dunshee, as Attorney-in-Fact for Jonathan D. Rubin pursuant to Power of Attorney filed herewith.	01/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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