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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROADWIND ENERGY, INC. [ BWEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $0.001 par value per share | 05/17/2010 | J(4)(5) | 8,507,346(4)(5) | D | $0 | 31,456,289(4)(5) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(4)(5) | 3,557,307(4)(5) | D | $0 | 27,898,982(4)(5) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(4)(5) | 3,817,230(4)(5) | D | $0 | 24,081,752(4)(5) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(4)(5) | 1,635,031(4)(5) | D | $0 | 22,446,721(4)(5) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(4)(5) | 2,495,921(4)(5) | D | $0 | 19,950,800(4)(5)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 574,298(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 574,298(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 500,577(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 6,938,507(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 6,938,507(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 314,989(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 967,951(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 967,951(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 57,319(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 6,291,102(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 6,291,102(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 16,975(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 16,975(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 219,667(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 219,667(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 1,517,487(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 1,517,487(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 8,852(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 8,852(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 41,897(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 397,589(6) | D | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) | ||
Common Stock, $0.001 par value per share | 05/17/2010 | J(6) | 397,589(6) | A | $0 | 19,950,800(6)(7) | I | See Footnotes(1)(2)(3)(7)(8)(9)(10)(11)(12) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This report is filed jointly by: Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"), [continued in footnote 2] |
2. [continued from footnote 1] Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA"), Tontine Power Partners, L.P., a Delaware limited partnership ("TPP"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA") and Jeffrey L. Gendell ("Mr. Gendell"). |
3. Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP and T25; (b) TCO, the general partner of TMF; (c) TM, the general partner of TP and TPP; (d) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"); (e) TAA, the general partner of TCP 2; and (f) TA. |
4. On May 17, 2010, TCP, TMF, TP, TOF and T25 (the "Distributing Funds") notified investors holding ownership interests in the Distributing Funds that the Distributing Funds have elected to redeem the ownership interests in the Distributing Funds held by those investors and that the Distributing Funds will distribute shares of Common Stock (the "Distributions") to the investors on a pro rata basis in settlement of the redemption. In connection with the Distributions, the Distributing Funds are distributing to investors all of the Common Stock owned by each of the Distributing Funds. |
5. As part of the Distributions, TCP is distributing 8,507,346 shares of Common Stock to investors that are not directly or indirectly controlled by Mr. Gendell ("Non-Tontine Parties"), TP is distributing 3,557,307 shares of Common Stock to Non-Tontine Parties, TMF is distributing 3,817,230 shares of Common Stock to Non-Tontine Parties, TOF is distributing 1,635,031 shares of Common Stock to Non-Tontine Parties and T25 is distributing 2,495,921 shares of Common Stock to Non-Tontine Parties. |
6. Also as part of the Distributions (i) TCP is distributing 574,298 shares of Common Stock to TCM, 500,577 shares of Common Stock to TA and 6,938,507 shares of Common Stock to TCP 2, (ii) TP is distributing 314,989 shares of Common Stock to TA, 967,951 shares of Common Stock to TM, 57,319 shares of Common Stock to TPP and 6,291,102 shares of Common Stock to TCP 2, (iii) TMF is distributing 16,975 shares of Common Stock to TCO and 219,667 shares of Common Stock to TCP 2, (iv) TOF is distributing 1,517,487 shares of Common Stock to TOA and (v) T25 is distributing 8,852 shares of Common Stock to TCM, 41,897 shares of Common Stock to TA and 397,589 shares of Common Stock to TCP 2. The transactions described in this footnote will not change the aggregate Common Stock ownership of the filing parties. |
7. After the completion of the transactions reported on this Form 4, Mr. Gendell, TCP, TMF, TP, TOF, T25 and TAA will directly own 0 shares of Common Stock, TCM will directly own 583,150 shares of Common Stock, TCO will directly own 16,975 shares of Common Stock, TM will directly own 967,951 shares of Common Stock, TOA will directly own 1,517,487 shares of Common Stock, TCP 2 will directly own 15,950,455 shares of Common Stock, TPP will directly own 57,319 shares of Common Stock and TA will directly own 857,463 shares of Common Stock. |
8. All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. Securities held by TCP and T25 may be deemed to be beneficially owned by TCM. Securities held by TMF may be deemed to be beneficially owned by TCO. Securities held by TP and TPP may be deemed to be beneficially owned by TM. Securities held by TOF may be deemed to be beneficially owned by TOA. Securities held by TCP 2 may be deemed to be beneficially owned by TAA. |
9. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCO, TM, TOA, TCP 2, TAA, TPP and TA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO. |
10. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TPP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA. |
11. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. TA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TA. |
12. This Form 4 relates to the same transactions disclosed on the Form 4 filed on the date hereof by TCP 2, TAA, TPP and TA, all of which are joint filers with TCP, TCM, TMF, TCO, TP, TM, TOA, T25 and Mr. Gendell with respect to the Issuer's Common Stock. |
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Capital Overseas Master Fund, L.P. By: its General Partner, Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
Tontine 25 Overseas Master Fund, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/17/2010 | |
/s/ Jeffrey L. Gendell | 05/17/2010 | |
** 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 Number. |