GENERAC HOLDINGS INC. — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2016-11-15

Reporting Person: Ragen York A. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock, par value $0.01 per share	M	50000	$40.59	Acquired	121246	Direct
2016-11-15	Common Stock, par value $0.01 per share	F	23315	$40.59	Disposed	97931	Direct
2016-11-17	Common Stock, par value $0.01 per share	S	26685	$41.2452	Disposed	71246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Stock Option (Right to Buy)	$2	M	50000	Disposed	2020-02-10	Common Stock (50000)	Direct

Footnotes

F1: The disposition of 23,315 shares in Table 1 is solely the result of shares withheld by the Company to satisfy Mr. Ragen's cost of exercise and tax withholding obligations as permitted pursuant to the terms of the Generac Holdings, Inc. Amended and Restated 2010 Equity Incentive Plan.

F2: The option provides for vesting in five equal annual installments beginning on June 10, 2014, subject in each case to Mr. Ragen's continued employment with Generac Holdings Inc. through the vesting date.

F3: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $41.07 to $41.50, 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.