FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fell David W.
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, General Counsel and Secy
(Last)          (First)          (Middle)

3240 S. CENTRAL AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2017
(Street)

CICERO, IL 60804
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/21/2017     A    2992   (1) A $0   42562   D    
Common Stock   2/21/2017     F    1134   (2) D $5.43   41428   D    
Common Stock   2/22/2017     F    2168   (2) D $5.23   39260   (3) D    
Common Stock                  3811   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  Represents 2,992 restricted stock units that vest 997 shares on each of 2/21/18 and 2/21/19 and 998 shares on 2/21/20.
( 2)  The reporting person has elected to satisfy his withholding obligation in connection with the vesting of prior restricted stock unit grants by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grants.
( 3)  Includes (i) 1,900 restricted stock units that vest on 2/19/18; (ii) 11,914 restricted stock units that vest 5,957 shares on each of 2/22/18 and 2/22/19; and (iii) 2,992 restricted stock units that vest 997 shares on each of 2/21/18 and 2/21/19 and 998 shares on 2/21/20.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fell David W.
3240 S. CENTRAL AVENUE
CICERO, IL 60804


VP, General Counsel and Secy

Signatures
/s/ David W. Fell 2/23/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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