Russell S Minick Form 4 GENERAC / RUSSELL S MINICK ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MINICK RUSSELL S

(Last) (First) (Middle)

S45 W29290 HWY.59

C/O GENERAC HOLDINGS INC.

(Street)

WAUKESHA WI 53189

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAC HOLDINGS INC. [ GNRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2017		M		4,744	A	$29.81	39,369	D
Common Stock	11/03/2017		S		4,744	D	$50.8583(1)	34,625	D
Common Stock	11/03/2017		M		7,063	A	$49.7	41,688	D
Common Stock	11/03/2017		S		7,063	D	$50.8683(2)	34,625	D
Common Stock	11/03/2017		M		5,521	A	$33.23	40,146	D
Common Stock	11/03/2017		S		5,521	D	$50.8663(3)	34,625	D
Common Stock	11/03/2017		S		2,657	D	$51.0779(4)	31,968	D
Common Stock	11/03/2017		S		4,100	D	$51.076(5)	27,868	D
Common Stock	08/22/2013		F		3,202	D	$42.005	24,659(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$29.81	11/03/2017		M			4,744	(7)	06/10/2023	Common Stock	4,744	$0	0	D
Stock Option (Right to Buy)	$49.7	11/03/2017		M			7,063	(8)	06/10/2023	Common Stock	7,063	$0	7,063	D
Stock Option (Right to Buy)	$33.23	11/03/2017		M			5,521	(9)	06/10/2023	Common Stock	5,521	$0	16,562	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Raj Kanuru, as Attorney in Fact	11/07/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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