GENERAC HOLDINGS INC. — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2014-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock, par value $0.01 per share	M	5433	$15.94	Acquired	54236	Direct
2014-02-24	Common Stock, par value $0.01 per share	F	3448	$55.71	Disposed	50788	Direct
2014-02-26	Common Stock, par value $0.01 per share	S	1776	$55.99	Disposed	49012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Stock Option (Right to Buy)	$15.94	M	5433	Disposed	2022-02-24	Common Stock (5433)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $55.90 to $56.13, 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: Options shall vest in equal installments on each of the first four (4) anniveraries of the Date of Grant.

F3: Reported price reflects adjustment made, pursuant to the terms of the Company's 2010 Equity Incentive Plan, to reflect both a special cash dividend of $6 per share paid on June 29, 2012 to stockholders of record as of June 20, 2012 and a $5 per share paid on June 21, 2013 to stockholders of record as of June 12,2013.