GENERAC HOLDINGS INC. — Director's Dealing 2012

Jun 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2012-06-14

Reporting Person: Dolan Terrence J. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-14	Common Stock, par value $0.01 per share	M	4099	$17.75	Acquired	39922	Direct
2012-06-14	Common Stock, par value $0.01 per share	F	3232	$25.92	Disposed	36690	Direct
2012-06-14	Common Stock, par value $0.01 per share	M	26049	$13.00	Acquired	62739	Direct
2012-06-14	Common Stock, par value $0.01 per share	F	17343	$25.92	Disposed	45396	Direct
2012-06-15	Common Stock, par value $0.01 per share	S	2519	$26.06	Disposed	42877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-14	Stock Option (Right to Buy)	$17.75	M	4099	Acquired	2021-05-17	Common Stock (4099)	Direct
2012-06-14	Stock Option (Right to Buy)	$13.00	M	26049	Acquired	2020-02-10	Common Stock (26049)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $26.05 to $26.08, inclusive. The reporting person undertakes to provide the SEC, the issuer and any security holder full information regarding the number of shares and the prices at which the shares were sold.

F2: Options vest in equal installments 20% annually over 5 years, 5/17/2012 representing the earliest of these five vesting dates. Vesting is conditioned, in each case, upon Mr. Dolan's continued employment with Generac Holdings Inc. through the vesting date.

F3: Options vest in equal installments 20% annually over 5 years, 2/10/2012 representing the earliest of these five vesting dates. Vesting is conditioned, in each case, upon Mr. Dolan's continued employment with Generac Holdings Inc. through the vesting date.