GENERAC HOLDINGS INC. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2015-02-13

Reporting Person: MINICK RUSSELL S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock, par value $0.01 per share	A	2981	—	Acquired	48036	Direct
2015-02-13	Common Stock, par value $0.01 per share	M	11260	$6.15	Acquired	59296	Direct
2015-02-13	Common Stock, par value $0.01 per share	F	4779	$49.70	Disposed	54517	Direct
2015-02-17	Common Stock, par value $0.01 per share	S	12636	$50.12	Disposed	41881	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Stock Option (Right to Buy)	$49.70	A	14126	Acquired	2025-02-13	Common Stock (14126)	Direct
2015-02-13	Stock Option (Right to Buy)	$6.15	M	11260	Disposed	2021-08-22	Common Stock (11260)	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: Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.

F3: The shares were sold in multiple transactions at prices ranging from $50.00 to $50.27, 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.

F4: 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.