GENERAC HOLDINGS INC. — Director's Dealing 2016

Jan 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2016-01-06

Reporting Person: Jagdfeld Aaron (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock, par value $0.01 per share	M	703791	$2	Acquired	1388805	Direct
2016-01-06	Common Stock, par value $0.01 per share	F	369037	$28.51	Disposed	1019768	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Stock Option (Right to Buy)	$2	M	703791	Disposed	2020-02-10	Common Stock (703791)	Direct

Footnotes

F1: The transactions reflected on this Form 4 are the result of a long-term tax plan in which Mr. Jagdfeld has elected to exercise and hold an ownership position in previously granted share options. None of the shares acquired through the exercising of options are being sold through open market transactions. The disposition of 369,037 shares in Table 1 is solely the result of shares withheld by the Company to satisfy Mr. Jagdfeld'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 February 10, 2011, subject in each case to Mr. Jagdfeld's continued employment with Generac Holdings Inc. through the vesting date.