GENERAC HOLDINGS INC. — Director's Dealing 2013

Mar 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2013-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock, par value $0.01 per share	A	2688	—	Acquired	41679	Direct
2013-03-14	Common Stock, par value $0.01 per share	M	4657	$20.94	Acquired	46336	Direct
2013-03-14	Common Stock, par value $0.01 per share	F	3429	$34.81	Disposed	42907	Direct
2013-03-14	Common Stock, par value $0.01 per share	M	26049	$34.81	Acquired	68956	Direct
2013-03-14	Common Stock, par value $0.01 per share	F	12282	$34.81	Disposed	56674	Direct
2013-03-15	Common Stock, par value $0.01 per share	S	14995	$35.02	Disposed	41679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Stock Option (Right to Buy)	$7	M	26049	Disposed	2020-02-10	Common Stock (26049)	Direct
2013-03-14	Stock Option (Right to Buy)	$20.94	M	4657	Disposed	2022-02-24	Common Stock (4657)	Direct
2013-03-14	Stock Option (Right to Buy)	$34.81	A	17337	Acquired	2023-03-14	Common Stock (17337)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $35 to $35.03, 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, 2/10/2011 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: 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.

F4: Options shall vest in equal installments on each of the first four(4) anniversaries of the Date of Grant.