GENERAC HOLDINGS INC. — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2012-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock, par value $0.01 per share	A	4176	—	Acquired	23295	Direct
2012-02-24	Common Stock, par value $0.01 per share	A	12528	—	Acquired	35823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Stock Option (Right to Buy)	$26.94	A	18626	Acquired	2022-02-24	Common Stock (18626)	Direct

Footnotes

F1: Subject to Mr. Dolan's continued service through the vesting date, the Restricted Shares shall all vest in equal installments on each of the first three (3) anniversaries of the Date of Grant.

F2: Subject to Mr. Dolan's continued service through the vesting date (i) fifty (50) percent of the Restricted Shares shall vest on the fourth (4th) anniversary of the Date of Grant and (ii) fifty (50) percent of the Restricted Shares shall vest on the fifth (5th) anniversary of the Date of Grant. However, subject to Mr. Dolan's continued service through the vesting date, if, within the three (3) year period following the Date of Grant, certain performance metrics are attained, all of the Restricted Shares shall vest on the third (3rd) anniversary of the Date of Grant.

F3: Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.