GENERAC HOLDINGS INC. — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2011-02-23

Reporting Person: CCMP Capital, LLC (10% Owner)
Reporting Person: CCMP Capital Investors II, L.P. (10% Owner)
Reporting Person: CCMP Capital Investors (Cayman) II, L.P. (10% Owner)
Reporting Person: CCMP Capital Associates, L.P. (10% Owner)
Reporting Person: CCMP Generac Co-Invest, L.P. (10% Owner)
Reporting Person: CCMP Generac Co-Invest GP, LLC (10% Owner)
Reporting Person: CCMP Capital Associates GP, LLC (10% Owner)
Reporting Person: Brenneman Greg Dean (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Common Stock, par value $0.01 per share	J	5560	—	Acquired	14935	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	39898063	Direct
Common Stock, par value $0.01 per share	24195367	Direct
Common Stock, par value $0.01 per share	3225209	Direct
Common Stock, par value $0.01 per share	12477487	Direct

Footnotes

F1: The amount represents 2,780 shares of common stock issued to each of Stephen Murray and Timothy Walsh on February 23, 2011 in their capacity as directors of the Issuer as part of compensation paid to non-management directors of the Issuer annually. CCMP Capital beneficially owns such shares as a result of the contractual arrangements among such persons and the CCMP Capital Funds, CCMP

F2: See Exhibit 99.2

F3: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors.

F4: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman.

F5: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest

F6: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) in the aggregate, which were issued to each of them in their capacity as directors of the Issuer. CCMP Capital beneficially owns such shares indirectly as a result of the contractual arrangements among Messrs. Murray, Walsh and McKenna, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and these shares are to be voted or disposed of at the direction of CCMP Capital.