Broadwind (BWEN) Form 4 BROADWIND ENERGY / Charles H. Beynon ownership change

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^*

Beynon Charles H.

(Last) (First) (Middle)

3240 S. CENTRAL AVENUE

(Street)

CICERO IL 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/25/2016		F		2,534(1)	D	$3.25	32,189	D
Common Stock	04/26/2016		A		10,736	A	$0	42,925(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$80							(3)	10/24/2017	Common Stock	2,500		2,500	D
Stock Option (Right to Buy)	$94							(3)	04/13/2018	Common Stock	1,000		1,000	D
Phantom Stock	(4)							(5)	(5)	Common Stock	645		645	D

Explanation of Responses:

1. The reporting person has elected to satisfy his 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.

2. Includes 10,736 restricted stock units that vest on 4/26/17.

3. 100% vested.

4. Each share of phantom stock is the economic equivalent of one share of Broadwind Energy, Inc. common stock.

5. Phantom stock credited to participant's account in 2008 pursuant to and under the conditions of the Broadwind Energy, Inc. Deferred Compensation Plan. The value of the participant's account shall be paid to the participant in a single lump-sum payment, in cash, on the earliest of the participant's separation from service, death or change-in-control.

	/s/ David W. Fell as Attorney-in-Fact for Charles H. Beynon pursuant to Power of Attorney previously filed	04/27/2016
	** 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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