GENERAC HOLDINGS INC. — Major Shareholding Notification 2012

Feb 14, 2012

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___ _______
SCHEDULE 13G (RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 ___ _____
(Amendment No. 1)*
GENERAC HOLDINGS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share	368736 104
(Title of class of securities)	(CUSIP number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

___
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on Following Pages Page 1

CUSIP No. 368736 104 13G Page 2

1 — 2	NAME OF REPORTING PERSON CCMP Capital Investors II, L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	24,195,367*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	24,195,367*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		24,195,367*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 35.8%
12	TYPE OF REPORTING PERSON (See Instructions) PN

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 3

1 — 2	NAME OF REPORTING PERSON CCMP Capital Investors (Cayman), L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	3,225,209*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	3,225,209*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		3,225,209*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%
12	TYPE OF REPORTING PERSON (See Instructions) FI

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 4

1 — 2	NAME OF REPORTING PERSON CCMP Capital Associates, L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	27,420,576*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	27,420,576*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		27,420,576*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 40.6%
12	TYPE OF REPORTING PERSON (See Instructions) PN

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 5

1 — 2	NAME OF REPORTING PERSON CCMP Capital Associates GP, LLC — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	27,420,576*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	27,420,576*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		27,420,576*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 40.6%
12	TYPE OF REPORTING PERSON (See Instructions) OO

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 6

1 — 2	NAME OF REPORTING PERSON CCMP Generac Co-Invest, L.P. — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	12,477,487*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	12,477,487*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		12,477,487*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.5%
12	TYPE OF REPORTING PERSON (See Instructions) PN

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 7

1 — 2	NAME OF REPORTING PERSON CCMP Generac Co-Invest GP, LLC — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	12,477,487*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	12,477,487*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		12,477,487*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.5%
12	TYPE OF REPORTING PERSON (See Instructions) OO

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 8

1 — 2	NAME OF REPORTING PERSON CCMP Capital, LLC — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	39,912,998*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	39,912,998*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		39,912,998*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 59.0%
12	TYPE OF REPORTING PERSON (See Instructions) OO

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 9

1 — 2	NAME OF REPORTING PERSON Stephen Murray — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	39,912,998*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	39,912,998*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		39,912,998*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 59.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 10

1 — 2	NAME OF REPORTING PERSON Timothy Walsh — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	39,912,998*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	39,912,998*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		39,912,998*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 59.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN

• SEE ITEM 4 ON PAGE 13.

CUSIP No. 368736 104 13G Page 11

1 — 2	NAME OF REPORTING PERSON Greg D. Brenneman — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES	5	SOLE VOTING POWER	0*
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER	39,912,998*
EACH REPORTING	7	SOLE DISPOSITIVE POWER	0*
PERSON WITH	8	SHARED DISPOSITIVE POWER	39,912,998*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		39,912,998*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 59.0%
12	TYPE OF REPORTING PERSON (See Instructions) IN

• SEE ITEM 4 ON PAGE 13.

ITEM 1. NAME OF ISSUER; ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

(a) – (b) This Amendment No. 1 to the statement on Schedule 13G (this “Schedule 13G”) is being filed with respect to shares of common stock, par value $0.01 per share (“Common Stock”), of Generac Holdings Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189.

ITEM 2. NAME OF PERSON FILING; ADDRESS OR PRINCIPAL BUSINESS OFFICE; CITIZENSHIP; TITLE OF CLASS OF SECURITIES; CUSIP NO.

(a) This Schedule 13G is being filed by:

(i) CCMP Capital Investors II, L.P. (“CCMP Capital Investors”);

(ii) CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman” and together with CCMP Capital Investors, the “CCMP Capital Funds”);

(iii) CCMP Capital Associates, L.P. (“CCMP Capital Associates”);

(iv) CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”);

(v) CCMP Generac Co-Invest, L.P. (“Generac Co-Invest”);

(vi) CCMP Generac Co-Invest GP, LLC (“Generac Co-Invest GP”);

(vii) CCMP Capital, LLC (“CCMP Capital”); and

(viii) Stephen Murray, Timothy Walsh and Greg D. Brenneman (Messrs. Murray, Walsh and Brenneman, together with the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP, Generac Co-Invest, Generac Co-Invest GP and CCMP Capital, the “Reporting Persons”), each in his capacity as a member of a CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer’s Common Stock beneficially owned by CCMP Capital.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2012, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which each have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) The principal business office of each of the Reporting Persons other than CCMP Cayman is:

c/o CCMP Capital, LLC

245 Park Avenue

New York, NY 10167

The principal business office for CCMP Cayman is:

c/o Walkers Corporate Services Limited

Walker House

87 Mary Street

George Town KY 1-9005

Grand Cayman, Cayman Islands

(c) Citizenship of the Reporting Persons:

(i) CCMP Capital Investors, CCMP Capital Associates, CCMP Capital Associates GP, Generac Co-Invest, Generac Co-Invest GP and CCMP Capital: Delaware;

Page 12 of 17

(ii) CCMP Cayman: Cayman Islands; and

(iii) Messrs. Murray, Walsh and Brenneman: United States.

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

(e) CUSIP Number:

368736 104

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK THE APPROPRIATE BOX.

Not applicable.

ITEM 4. OWNERSHIP

(a) Amount beneficially owned:

As of December 31, 2011, the Reporting Persons as a group beneficially own 39,912,998 shares of the Issuer’s Common Stock, which constitutes 59.0% of the Issuer's total Common Stock outstanding. The percentage ownership of the Reporting Persons is based on 67,603,255 shares of Common Stock outstanding as of November 7, 2011, as reported by the Issuer in its Form 10-Q for the period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The general partner of each of the CCMP Capital Funds is CCMP Capital Associates. The general partner of CCMP Capital Associates is CCMP Capital Associates GP. CCMP Capital Associates GP is wholly owned by CCMP Capital. The general partner of Generac Co-Invest is Generac Co-Invest GP. Generac Co-Invest GP is wholly owned by CCMP Capital. CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds and Generac Co-Invest. Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Walsh and Brenneman.

Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is deemed to beneficially own 24,195,367 shares of the Issuer’s Common Stock held by CCMP Capital Investors and 3,225,209 shares of the Issuer's Common Stock held by CCMP Cayman. Each of Generac Co-Invest GP and CCMP Capital is deemed to beneficially own 12,477,487 shares of the Issuer’s Common Stock held by Generac Co-Invest. CCMP Capital is deemed to beneficially own 5,905 shares of the Issuer’s Common Stock held by each of Messrs. Murray and Walsh and 3,125 shares of the Issuer’s Common Stock held by Mr. Stephen McKenna, a former director of the Issuer who was formerly an employee of an affiliate of CCMP Capital, because CCMP Capital has voting and dispositive power over such shares as a result of the contractual arrangements among such persons, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and are to be voted or disposed of at the direction of CCMP Capital. As a consequence of being members of the CCMP Capital investment committee that makes voting and disposition decisions with respect to the reported securities, Messrs. Murray, Walsh and Brenneman may be deemed, pursuant to Ruled 13d-3 under the Exchange Act, to beneficially own all 39,912,998 shares of the Issuer's Common Stock held by the CCMP Capital Funds. Each of Messrs. Murray, Walsh and Brenneman disclaims any beneficial ownership of any securities held by the CCMP Capital Funds or Generac Co-Invest.

(b) Percent of Class:

The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

Page 13 of 17

(c) Number of Shares as to which such Person has:

(i) Sole power to vote or to direct the vote: The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(ii) Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

(iii) Sole power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(iv) Shared power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds and Generac Co-Invest. Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Walsh and Brenneman.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10. CERTIFICATION

Not applicable.

Page 14 of 17

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2012

CCMP Capital, LLC
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
CCMP Capital Investors II, L.P.
By: CCMP Capital Associates, L.P., its general partner
By: CCMP Capital Associates GP, LLC
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
CCMP Capital Investors (Cayman) II, L.P.
By: CCMP Capital Associates, L.P., its general partner
By: CCMP Capital Associates GP, LLC, its general partner
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
CCMP Capital Associates, L.P.,
By: CCMP Capital Associates GP, LLC, its general partner
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
CCMP Capital Associates GP, LLC
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
CCMP Generac Co-Invest, L.P.
By: CCMP Generac Co-Invest GP, LLC, its general partner
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer

Page 15 of 17

CCMP Generac Co-Invest GP, LLC
/s/ Marc Unger
Marc Unger
Chief Operating Officer & Chief Financial Officer
/s/ Stephen Murray
Stephen Murray
/s/ Timothy Walsh
Timothy Walsh
/s/ Greg D. Brenneman
Greg D. Brenneman

Page 16 of 17

EXHIBIT INDEX

Exhibit A Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Page 17 of 17