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: MURRAY STEPHEN (Director, 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	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5905	Direct

Footnotes

F1: See Exhibit 99.1

F2: Under the terms of the contractual arrangements among the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital (collectively, the "CCMP Fund Entities"), Mr. Murray is deemed to hold these shares for the benefit of the CCMP Fund Entities and must vote or dispose of such shares upon the direction of CCMP Capital. CCMP Capital is, therefore, deemed to indirectly beneficially own such shares. Mr. Murray disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.