GENCOR INDUSTRIES INC — Director's Dealing 2009

Feb 17, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENCOR INDUSTRIES INC (GENC)
CIK: 0000064472
Period of Report: 2008-07-25

Reporting Person: Houtkin Sherry (10% Owner)
Reporting Person: HOUTKIN HARVEY (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-25	Common Stock, $.10 par value	P	100	$9.89	Acquired	1249228	Indirect
2008-07-25	Common Stock, $.10 par value	P	100	$10.06	Acquired	1249328	Indirect
2008-07-25	Common Stock, $.10 par value	P	100	$9.89	Acquired	1249428	Indirect
2008-07-25	Common Stock, $.10 par value	P	100	$10.1	Acquired	1249528	Indirect
2008-07-25	Common Stock, $.10 par value	P	200	$10.06	Acquired	1249728	Indirect
2008-07-25	Common Stock, $.10 par value	S	100	$10.02	Disposed	1249628	Indirect
2008-07-25	Common Stock, $.10 par value	S	100	$10.05	Disposed	1249528	Indirect
2008-07-25	Common Stock, $.10 par value	S	100	$10.19	Disposed	1249428	Indirect
2008-07-25	Common Stock, $.10 par value	S	100	$10.24	Disposed	1249328	Indirect
2008-07-25	Common Stock, $.10 par value	W	1240292	—	Disposed	9036	Indirect
2008-11-06	Common Stock, $.10 par value	W	9036	—	Disposed	0	Indirect
2008-07-25	Common Stock, $.10 par value	W	1240292	—	Acquired	2114642	Direct

Footnotes

F1: All of the foregoing transactions were effected prior to Mr. Houtkin's death (07/25/08) and reflect shares in which he had a beneficial ownership, other than shares beneficially owned by his spouse, Sherry Houtkin, which are reported herein by Mrs. Houtkin.

F2: These shares were beneficially owned (directly and indirectly) by Harvey Houtkin at the date of his death, July 25, 2008.

F3: As a Result of Mr. Houtkin's death, beneficial ownership of 1,240,292 shares of issuer common stock were transferred by the laws of descent and distribution to the Reporting Person, Sherry Houtkin (who was Mr. Houtkin's spouse). These shares are reported as a disposition by Mr. Houtkin and an acquisition by Mrs. Houtkin (in each case, for no consideration).

F4: The remaining 9,036 shares became subject to the control of the executors of Mr. Houtkin's estate (Brad and Sherry Houtkin) on November 6, 2008 (the date of their appointment).

F5: These represent the shares beneficially owned by Sherry Houtkin at the date of Mr. Houtkin's death and as of the filing date of this Form 4 Statement of Changes in Beneficial Ownership.