GENERAC HOLDINGS INC. — Director's Dealing 2014

Nov 14, 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: Gillette Allen (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock par value $0.01 per share	M	49025	$41.92	Acquired	142685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Stock Option (Right to Buy)	$2	M	43415	Disposed	2020-02-10	Common Stock (43415)	Direct
2014-11-13	Stock Option (Right to Buy)	$15.94	M	3829	Disposed	2022-02-24	Common Stock (3829)	Direct
2014-11-13	Stock Option (Right to Buy)	$29.81	M	1781	Disposed	2023-03-14	Common Stock (1781)	Direct

Footnotes

F1: The options will vest in five equal installments on February 10, 2011, February 10, 2012, February 10, 2013, February 10, 2014 and February 10, 2015, respectively, subject in each case to Mr. Gillette's continued employment with Generac Holdings Inc. through the vesting date.

F2: Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.

F3: The reported exercise price reflects adjustments made,pursuant to the terms of the Company's 2010 Equity Incentive Plan, to reflect the special cash dividend of $6.00 per share paid on June 29, 2012 and the special cash dividend of $5.00 per share paid on June 21, 2013.