GENERAC HOLDINGS INC. — Director's Dealing 2016

Dec 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2016-12-05

Reporting Person: MINICK RUSSELL S (EVP - Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock, par value $0.01 per share	M	22519	$6.15	Acquired	60854	Direct
2016-12-05	Common Stock, par value $0.01 per share	S	22519	$41.6548	Disposed	38335	Direct
2016-12-05	Common Stock, par value $0.01 per share	M	10865	$15.94	Acquired	49200	Direct
2016-12-05	Common Stock, par value $0.01 per share	S	10865	$41.6281	Disposed	38335	Direct
2016-12-05	Common Stock, par value $0.01 per share	M	9487	$29.81	Acquired	47822	Direct
2016-12-05	Common Stock, par value $0.01 per share	S	9487	$41.6151	Disposed	38335	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-05	Stock Option (Right to Buy)	$6.15	M	22519	Disposed	2023-06-10	Common Stock (22519)	Direct
2016-12-05	Stock Option (Right to Buy)	$15.94	M	10865	Disposed	2023-06-10	Common Stock (10865)	Direct
2016-12-05	Stock Option (Right to Buy)	$29.81	M	9487	Disposed	2023-06-10	Common Stock (9487)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $41.47 to $41.77, 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: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $41.56 to $41.74, 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: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $41.57 to $41.73, 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.

F4: The option provides for vesting in four equal annual installments beginning on August 22, 2012, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.

F5: The option provides for vesting in four equal annual installments beginning on February 24, 2013, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.

F6: The option provides for vesting in four equal annual installments beginning on March 14, 2014, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.