GENERAC HOLDINGS INC. — Director's Dealing 2013

Aug 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2013-08-22

Reporting Person: MINICK RUSSELL S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-22	Common Stock, par value $0.01 per share	M	22520	$6.15	Acquired	56910	Direct
2013-08-22	Common Stock, par value $0.01 per share	F	9804	$42.01	Disposed	47106	Direct
2013-08-26	Common Stock, par value $0.01 per share	S	3736	$42.58	Disposed	43370	Direct
2013-08-22	Common Stock, par value $0.01 per share	M	5433	$15.94	Acquired	48803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-22	Stock Option (Right to Buy)	$6.15	M	22520	Disposed	2021-08-22	Common Stock (22520)	Direct
2013-08-22	Stock Option (Right to Buy)	$15.94	M	5433	Disposed	2022-02-24	Common Stock (5433)	Direct

Footnotes

F1: Options shall vest 20 percent annually over 5 years and are conditioned, in each case, upon Mr. Minick's continued employement with Generac through the vesting date.

F2: The shares were sold in multiple transactions at prices ranging from $42.50 to $42.67, 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: Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.