GENERAC HOLDINGS INC. — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2014-11-13

Reporting Person: WALSH TIMOTHY J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock, par value $0.01 per share	P	25000	$42.17	Acquired	31945	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were purchased in multiple transactions on November 13, 2014 at prices ranging from $41.87 to $42.25, inclusive.

F2: Of the 31,945 shares reported, Mr. Walsh directly beneficially owns 25,000 shares. Under the terms of the contractual arrangements among CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P., CCMP Capital Associates and CCMP Capital, LLC (collectively, the "CCMP Fund Entities"), Mr. Walsh is deemed to hold 6,945 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 6,945 shares. Mr. Walsh disclaims beneficial ownership of these 6,945 shares 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.