Statement of Changes in Beneficial Ownership (4)
February 03 2022 - 4:34PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
*
Jagdfeld Aaron |
2. Issuer Name and Ticker or Trading Symbol
GENERAC HOLDINGS INC.
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GNRC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
S45 W29290 HWY.59, C/O GENERAC HOLDINGS INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2022 |
(Street)
WAUKESHA, WI 53189
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/1/2022 | | M(1) | | 62087 | A | $15.94 | 663000 | D | |
Common Stock | 2/1/2022 | | S(1) | | 3232 (2) | D | $280.08 (3) | 659768 | D | |
Common Stock | 2/1/2022 | | S(1) | | 10615 (2) | D | $281.16 (4) | 649153 | D | |
Common Stock | 2/1/2022 | | S(1) | | 11053 (2) | D | $282.16 (5) | 638100 | D | |
Common Stock | 2/1/2022 | | S(1) | | 2192 (2) | D | $282.96 (6) | 635908 | D | |
Common Stock | 2/1/2022 | | S(1) | | 2802 (2) | D | $284.05 (7) | 633106 | D | |
Common Stock | 2/1/2022 | | S(8) | | 5000 | D | $286.29 | 628106 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | $15.94 | 2/1/2022 | | M (1) | | | 62087 | (9) | 2/24/2022 | Common Stock | 62087 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The transactions reported on this Form 4 were automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted on November 8, 2021 and established by the reporting person for the purpose of an orderly sale of shares related to the exercise of options scheduled to expire in February 2022. |
(2) | The shares of common stock were sold solely to satisfy the reporting person's exercise price and tax withholding obligations related to the exercise of stock options to purchase 62,087 shares as reported herein, with the reporting person retaining the remaining shares. |
(3) | The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $279.64 to $280.60, inclusive. The reporting person undertakes to provide the SEC, the issuer, and any security holder full information regarding the number of shares and 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 $280.65 to $281.62, inclusive. The reporting person undertakes to provide the SEC, the issuer, and any security holder full information regarding the number of shares and 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 $281.65 to $282.64, inclusive. The reporting person undertakes to provide the SEC, the issuer, and any security holder full information regarding the number of shares and prices at which the shares were sold. |
(6) | The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $282.65 to $283.33, inclusive. The reporting person undertakes to provide the SEC, the issuer, and any security holder full information regarding the number of shares and prices at which the shares were sold. |
(7) | The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $283.66 to $284.44, inclusive. The reporting person undertakes to provide the SEC, the issuer, and any security holder full information regarding the number of shares and prices at which the shares were sold. |
(8) | These shares were sold pursuant to the terms of a trading plan under Rule 10b5-1, previously entered into on November 8, 2021. |
(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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jagdfeld Aaron S45 W29290 HWY.59 C/O GENERAC HOLDINGS INC. WAUKESHA, WI 53189 | X |
| Chief Executive Officer |
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Signatures
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/s/ Raj Kanuru, Attorney in Fact | | 2/3/2022 |
**Signature of Reporting Person | Date |
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