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: Jagdfeld Aaron (Director, Pres. and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Stock, par value $0.01 per share	M	15000	$2	Acquired	692180	Direct
2015-02-17	Common Stock, par value $0.01 per share	F	6498	$50.01	Disposed	685682	Direct
2015-02-18	Common Stock, par value $0.01 per share	S	4251	$49.74	Disposed	681431	Direct
2015-02-13	Common Stock, par value $0.01 per share	A	11318	—	Acquired	692749	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Stock Option (Right to Buy)	$2	M	15000	Disposed	2020-02-10	Common Stock (15000)	Direct
2015-02-13	Stock Option (Right to Buy)	$49.70	A	53641	Acquired	2025-02-13	Common Stock (53641)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold pursuant to the terms of a trading plan, adopted May 16, 2014, under Rule 10b5-1 by Mr. Jagdfeld. The shares were sold in multiple transactions at prices ranging from $49.67 to $49.94, 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: Subject to Mr. Jagdfeld's continued service through the vesting date, the Restricted Shares shall vest in equal installments on each of the first three (3) anniversaries of the Date of Grant.

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

F4: The option provides for vesting in five equal annual installments beginning on February 10, 2011, subject in each case to Mr. Jagdfeld's continued employment with Generac Holdings Inc. through the vesting date.