GENERAC HOLDINGS INC. — Director's Dealing 2017

Nov 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAC HOLDINGS INC. (GNRC)
CIK: 0001474735
Period of Report: 2017-11-03

Reporting Person: MINICK RUSSELL S (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock	M	4744	$29.81	Acquired	39369	Direct
2017-11-03	Common Stock	S	4744	$50.8583	Disposed	34625	Direct
2017-11-03	Common Stock	M	7063	$49.70	Acquired	41688	Direct
2017-11-03	Common Stock	S	7063	$50.8683	Disposed	34625	Direct
2017-11-03	Common Stock	M	5521	$33.23	Acquired	40146	Direct
2017-11-03	Common Stock	S	5521	$50.8663	Disposed	34625	Direct
2017-11-03	Common Stock	S	2657	$51.0779	Disposed	31968	Direct
2017-11-03	Common Stock	S	4100	$51.076	Disposed	27868	Direct
2013-08-22	Common Stock	F	3202	$42.005	Disposed	24659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-03	Stock Option (Right to Buy)	$29.81	M	4744	Disposed	2023-06-10	Common Stock (4744)	Direct
2017-11-03	Stock Option (Right to Buy)	$49.70	M	7063	Disposed	2023-06-10	Common Stock (7063)	Direct
2017-11-03	Stock Option (Right to Buy)	$33.23	M	5521	Disposed	2023-06-10	Common Stock (5521)	Direct

Footnotes

F1: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $50.486 to 51.41, 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 $50.48 to 51.41, 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 $50.4901 to 51.41, 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 price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $51.00 to 51.23, 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.

F5: The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $51.03 to 51.16, 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.

F6: This amount has been corrected to account for an arithmetical error that previously resulted in an overstatement of the amount owned by 7 shares, and also reflects the 8/22/2013 sale of 3202 shares that was inadvertently omitted from the Form 4 filed on 8/26/2013.

F7: The option provides for vesting in four equal annual installments beginning on June 10, 2014, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.

F8: The option provides for vesting in four equal annual installments beginning on February 13, 2016, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.

F9: The option provides for vesting in four equal annual installments beginning on February 18, 2017, subject in each case to Mr. Minick's continued employment with Generac Holdings Inc. through the vesting date.