SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Broadwind, Inc.
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of Securities)
11161T207
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Luxor Capital Partners, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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|
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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82,059
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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82,059
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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82,059
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Luxor Wavefront, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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25,149
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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25,149
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,149
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Luxor Capital Partners Offshore Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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67,181
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|
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7.
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SOLE DISPOSITIVE POWER
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0
|
|
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8.
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SHARED DISPOSITIVE POWER
|
|
67,181
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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67,181
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|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
Less than 1%
|
|
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12.
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TYPE OF REPORTING PERSON
|
|
PN
|
|
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Partners Offshore, Ltd.
|
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
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(b) [ ]
|
|
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3.
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SEC USE ONLY
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
|
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
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5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
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SHARED VOTING POWER
|
|
67,181
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
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8.
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SHARED DISPOSITIVE POWER
|
|
67,181
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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67,181
|
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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|
CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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LCG Holdings, LLC
|
|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
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(b) [ ]
|
|
|
3.
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SEC USE ONLY
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
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6.
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SHARED VOTING POWER
|
|
174,389
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
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SHARED DISPOSITIVE POWER
|
|
174,389
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
174,389
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|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.03%
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|
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12.
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TYPE OF REPORTING PERSON
|
|
OO
|
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Capital Group, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
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SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
174,389
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
174,389
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
174,389
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.03%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Luxor Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
174,389
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
174,389
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
174,389
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.03%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Christian Leone
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
174,389
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
174,389
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
174,389
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.03%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
IN
|
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| Item 1(a). |
Name of Issuer:
|
Broadwind, Inc. (“Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
3240 S. Central Avenue
Cicero, IL 60804
Item 2. (a) Name of Persons Filing:
(b) Address of Principal Business Office or, if None, Residence:
(c) Citizenship:
The names and citizenships of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
Luxor Capital Partners, LP (the “Onshore Fund”)
Citizenship: Delaware
Luxor Capital Partners Offshore Master Fund, LP (the “Offshore Master Fund”)
Citizenship: Cayman Islands
Luxor Capital Partners Offshore, Ltd. (the “Offshore Feeder Fund”)
Citizenship: Cayman Islands
Luxor Wavefront, LP (the “Wavefront Fund”)
Citizenship: Delaware
LCG Holdings, LLC (“LCG Holdings”)
Citizenship: Delaware
Luxor Capital Group, LP (“Luxor Capital Group”)
Citizenship: Delaware
Luxor Management, LLC (“Luxor Management”)
Citizenship: Delaware
Christian Leone (“Mr. Leone”)
Citizenship: United States
The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings, and Mr. Leone is 1114 Avenue of the Americas,
28th Floor, New York, New York 10036.
The principal business address of each of the Offshore Master Fund and the Offshore Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
| Item 2(d). |
Title of Class of Securities:
|
Common stock, $0.001 par value (the “Common Stock”)
| Item 2(e). |
CUSIP Number:
|
11161T207
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
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(a)
|
[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4. Ownership.
| (a) |
Amount beneficially owned:
|
As of the close of business on December 31, 2020,
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(i)
|
The Onshore Fund beneficially owned 82,059 shares of Common Stock;
|
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(ii)
|
The Wavefront Fund beneficially owned 25,149 shares of Common Stock;
|
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(iii)
|
The Offshore Master Fund beneficially owned 67,181 shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund,
may be deemed to have beneficially owned the shares of Common Stock beneficially owned by the Offshore Master Fund;
|
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(iv)
|
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 174,389 shares of
Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund;
|
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(v)
|
Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 174,389 shares of Common Stock beneficially owned by the Funds;
|
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(vi)
|
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 174,389 shares of Common Stock beneficially owned by Luxor
Capital Group; and
|
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(vii)
|
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 174,389 shares of Common Stock beneficially owned by Luxor
Management.
|
| (b) |
Percent of Class:
|
As of the close of business on December 31, 2020, the Reporting Persons may be deemed to have beneficially owned 174,389 shares of the Issuer’s Common
Stock or 1.03% of the Issuer’s Common Stock outstanding, which percentage was calculated based on 16,937,561 shares of the Issuer’s Common
Stock outstanding as of October 30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2020. Specifically, as of the close of business on December 31, 2020 each
Reporting Person beneficially owned such percentage as reflected on Item 11 of the applicable Cover Page hereto.
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (ii) |
Shared power to vote or to direct the vote of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (iii) |
Sole power to dispose or to direct the disposition of shares of Common Stock:
|
See Cover Pages Items 5-9.
| (iv) |
Shared power to dispose or to direct the disposition of shares of Common Stock:
|
See Cover Pages Items 5-9.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
See Exhibit A of the Schedule 13G/A filed with the Securities and Exchange Commission on July 9, 2020.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is
true, complete, and correct.
Dated February 16, 2021
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LUXOR CAPITAL PARTNERS, LP
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|||
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By: LCG Holdings, LLC, as General Partner
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|||
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By:
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/s/ Norris Nissim
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||
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Norris Nissim,
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|||
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General Counsel
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|||
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LUXOR WAVEFRONT, LP
|
|||
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By: LCG Holdings, LLC, as General Partner
|
|||
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By:
|
/s/ Norris Nissim
|
||
|
Norris Nissim,
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|||
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General Counsel
|
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LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
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By: LCG Holdings, LLC, as General Partner
|
|||
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By:
|
/s/ Norris Nissim
|
||
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Norris Nissim,
|
|||
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General Counsel
|
|||
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
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By: Luxor Capital Group, LP, as investment manager
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|||
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By:
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/s/ Norris Nissim
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||
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Norris Nissim,
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|||
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General Counsel
|
|||
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LUXOR CAPITAL GROUP, LP
|
|||
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By: Luxor Management, LLC, as General Partner
|
|||
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By:
|
/s/ Norris Nissim
|
||
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Norris Nissim,
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|||
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General Counsel
|
|||
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LCG HOLDINGS, LLC
|
|||
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By:
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/s/ Norris Nissim
|
||
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Norris Nissim,
|
|||
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General Counsel
|
|||
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LUXOR MANAGEMENT, LLC
|
|||
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By:
|
/s/ Norris Nissim
|
||
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Norris Nissim,
|
|||
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General Counsel
|
|||
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/s/ Norris Nissim
|
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NORRIS NISSIM, as Agent for Christian Leone
|