GENERAC HOLDINGS INC. — Director's Dealing 2012

Jul 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2012-07-05

Reporting Person: Tabat Dawn (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-05	Common Stock, par value $0.01 per share	S	20000	$21.32	Disposed	1315483	Direct
2012-07-05	Common Stock, par value $0.01 per share	M	8500	$13	Acquired	1323983	Direct
2012-07-05	Common Stock, par value $0.01 per share	F	6207	$21.75	Disposed	1317776	Direct
2012-07-06	Common Stock, par value $0.01 per share	S	2293	$22.64	Disposed	1315483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Stock Option	$13	M	8500	Acquired	2020-02-10	Common Stock (8500)	Direct

Footnotes

F1: The price reported is the average weighted price. The shares were sold pursuant to the terms of a trading plan, adopted March 14, 2012, under Rule 10b5-1 by Ms. Tabat. The shares were sold in multiple transactions at prices ranging from $21.08 to $21.45, 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: The option provides for vesting in five equal annual installments beginning on February 10, 2011, subject in each case to Ms. Tabat's continued employment with Generac Holdings Inc. through the vesting date.

F3: The price reported is the average weighted price. The shares were sold pursuant to the terms of a trading plan, adopted March 14, 2012, under Rule 10b5-1 by Ms. Tabat. The shares were sold in multiple transactions at prices ranging from $22.64 to $22.65, 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.