GENERAC HOLDINGS INC. — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2013-02-20

Reporting Person: CCMP Capital, LLC (10% Owner)
Reporting Person: CCMP Capital Investors II, L.P. (10% Owner)
Reporting Person: CCMP Capital Investors (Cayman) II, L.P. (10% Owner)
Reporting Person: CCMP Capital Associates, L.P. (10% Owner)
Reporting Person: CCMP Capital Associates GP, LLC (10% Owner)
Reporting Person: CCMP Generac Co-Invest, L.P. (10% Owner)
Reporting Person: CCMP Generac Co-Invest GP, LLC (10% Owner)
Reporting Person: Brenneman Greg Dean (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock, par value $0.01 per share	S	10000000	$34.60	Disposed	23512998	Direct
2013-02-20	Common Stock, par value $0.01 per share	S	6064297	$34.60	Disposed	14249921	Direct
2013-02-20	Common Stock, par value $0.01 per share	S	808362	$34.60	Disposed	1899495	Direct
2013-02-20	Common Stock, par value $0.01 per share	S	3127341	$34.60	Disposed	7348647	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	14935	Indirect

Footnotes

F1: See Exhibit 99.2.

F2: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors.

F3: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman.

F4: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest.

F5: The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) in the aggregate, which were issued to each of them in their capacity as directors of the Issuer. CCMP Capital beneficially owns such shares indirectly as a result of the contractual arrangements among Messrs. Murray, Walsh and McKenna, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and these shares are to be voted or disposed of at the direction of CCMP Capital.