FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MINICK RUSSELL S
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
(Last)          (First)          (Middle)

S45 W29290 HWY.59, C/O GENERAC HOLDINGS INC.
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2021
(Street)

WAUKESHA, WI 53189
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/1/2021  A  5368 A$0 13136 D  
Common Stock 3/1/2021  A  992 (1)A$0 14128 D  
Common Stock 3/1/2021  F  1913 D$335.91 12215 D  
Common Stock 3/1/2021  A  2977 (2)A$0 15192 D  
Common Stock 3/1/2021  M  6239 A$40.12 21431 D  
Common Stock 3/1/2021  S  6239 (3)D$335 15192 D  
Common Stock 3/1/2021  M  6088 A$43.88 21280 D  
Common Stock 3/1/2021  S  6088 (3)D$335 15192 D  
Common Stock 3/1/2021  M  5788 A$52.065 20980 D  
Common Stock 3/1/2021  S  5740 (3)D$335 15240 D  
Common Stock 3/1/2021  S  48 (3)D$336.29 15192 D  
Common Stock 3/1/2021  M  2360 A$102.415 17552 D  
Common Stock 3/1/2021  S  2360 (3)D$335 15192 D  
Common Stock 3/3/2021  S  894 D$338.4523 (4)14298 D  
Common Stock 3/3/2021  S  775 D$338.6545 (5)13523 D  
Common Stock 3/3/2021  S  586 (3)D$337.10 12937 D  
Common Stock 3/3/2021  S  3820 D$335.4175 (6)9117 D  
Common Stock 3/3/2021  S  1548 D$336.871 (7)7569 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $335.91 3/1/2021  A   2718     (8)3/1/2031 Common Stock 2718 $0 2718 D  
Stock Option (Right to Buy) $40.12 3/1/2021  M     6239   (9)3/1/2027 Common Stock 6239 $0 0 D  
Stock Option (Right to Buy) $43.88 3/1/2021  M     6088   (8)3/1/2028 Common Stock 6088 $0 6088 D  
Stock Option (Right to Buy) $52.065 3/1/2021  M     5788   (8)3/1/2029 Common Stock 5788 $0 11576 D  
Stock Option (Right to Buy) $102.415 3/1/2021  M     2360   (8)3/1/2030 Common Stock 2360 $0 7081 D  

Explanation of Responses:
(1) Subject to continued service through the vesting date, the Restricted Shares shall all vest in equal installments on each of the first three (3) anniversaries of the Date of Grant.
(2) Subject to continued service through the vesting date, the Restricted Shares shall vest in full on the third anniversary of the Date of Grant.
(3) The shares were sold pursuant to the terms of a trading plan under Rule 10b5-1 previously entered into on February 25, 2021.
(4) The price reported is the weighted average price. The shares were sold pursuant to the terms of a trading plan under Rule 10b5-1 previously entered into on February 25, 2021. The shares were sold in multiple transactions at prices ranging from $338.39 to $338.64, 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 pursuant to the terms of a trading plan under Rule 10b5-1 previously entered into on February 25, 2021. The shares were sold in multiple transactions at prices ranging from $338.48 to $339.22, 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) The price reported is the weighted average price. The shares were sold pursuant to the terms of a trading plan under Rule 10b5-1 previously entered into on February 25, 2021. The shares were sold in multiple transactions at prices ranging from $335.23 to $335.98, 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.
(7) The price reported is the weighted average price. The shares were sold pursuant to the terms of a trading plan under Rule 10b5-1 previously entered into on February 25, 2021. The shares were sold in multiple transactions at prices ranging from $336.44 to $337.17, 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.
(8) Subject to continued service through the vesting date, the Options shall all vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.
(9) Subject to continued service through the vesting date, the Options vested in equal installments on each of the first four (4) anniversaries of the Date of Grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MINICK RUSSELL S
S45 W29290 HWY.59
C/O GENERAC HOLDINGS INC.
WAUKESHA, WI 53189


Chief Marketing Officer

Signatures
/s/ Raj Kanuru, as Attorney in Fact3/3/2021
**Signature of Reporting PersonDate

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