GENERAC HOLDINGS INC. — Director's Dealing 2013

Jan 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2013-01-07

Reporting Person: Tabat Dawn (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-07	Common Stock, par value $0.01 per share	S	20000	$34.15	Disposed	791287	Direct
2013-01-07	Common Stock, par value $0.01 per share	M	8500	$7.00	Acquired	799787	Direct
2013-01-07	Common Stock, par value $0.01 per share	F	4105	$34.40	Disposed	795682	Direct
2013-01-08	Common Stock, par value $0.01 per share	S	4395	$34.41	Disposed	791287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-07	Stock Option	$7.00	M	8500	Disposed	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 $34.00 to $34.53, 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 $34.28 to $34.52, 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.