GENERAC HOLDINGS INC. — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2012-11-05

Reporting Person: Schaus Roger Jr. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock par value $0.01 per share	M	69464	$7.00	Acquired	107446	Direct
2012-11-05	Common Stock par value $0.01 per share	F	31688	$37.05	Disposed	75758	Direct
2012-11-05	Common Stock par value $0.01 per share	S	19029	$35.56	Disposed	56729	Direct
2012-11-07	Common Stock par value $0.01 per share	S	18747	$37.91	Disposed	37982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-05	Stock Option (Right to Buy)	$7.00	M	69464	Acquired	2020-02-10	Common Stock (69464)	Direct

Footnotes

F1: The option provide for vesting in five equal annual installments beginning on February 10, 2011, subject in each case to Mr. Schaus' continued employment with Generac Holdings Inc. through the vesting date.

F2: The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $35.08 to $35.98, 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.

F3: The price reported is the average weighted price. The shares were sold in multiple transactions at prices ranging from $37.66 to $38.14, 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.