GENERAC HOLDINGS INC. — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2014-02-28

Reporting Person: MINICK RUSSELL S (Executive Vice President Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Stock, par value $0.01 per share	A	2376	—	Acquired	51388	Direct
2014-02-28	Common Stock, par value $0.01 per share	S	1089	$57.76	Disposed	50299	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Stock Option (Right to Buy)	$57.63	A	10328	Acquired	2024-02-28	Common Stock (10328)	Direct

Footnotes

F1: Subject to Mr. Minick's continued service through the vesting date, the Restricted Shares shall all vest in equal installments on each of the first three (3) anniversaries of the Date of Grant.

F2: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $57.76 to $57.73, 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.

F3: Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.