Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 6:20PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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Jagdfeld Aaron |
2. Issuer Name and Ticker or Trading Symbol
GENERAC HOLDINGS INC.
[
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)
3/1/2023 |
(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 | 3/1/2023 | | M(1) | | 69501 | A | $29.81 | 655476 | D | |
Common Stock | 3/1/2023 | | S(1) | | 29436 | D | $118.9548 (2) | 626040 | D | |
Common Stock | 3/1/2023 | | S(1) | | 9371 | D | $120.0990 (3) | 616669 | D | |
Common Stock | 3/1/2023 | | S(1) | | 1400 | D | $120.6186 (4) | 615269 | D | |
Common Stock | 3/1/2023 | | A | | 16715 (5) | A | $0 | 631984 | D | |
Common Stock | 3/1/2023 | | A | | 17324 | A | $0 | 649308 | D | |
Common Stock | 3/1/2023 | | F | | 7944 | D | $119.5387 | 641364 | D | |
Common Stock | 3/1/2023 | | F | | 758 | D | $119.5387 | 640606 | D | |
Common Stock | 3/1/2023 | | F | | 1989 | D | $119.5387 | 638617 | D | |
Common Stock | 3/1/2023 | | F | | 927 | D | $119.5387 | 637690 | D | |
Common Stock | 3/1/2023 | | S | | 5000 (1) | D | $120.10 | 632690 | 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) | $29.81 | 3/1/2023 | | M (1) | | | 69501 | (6) | 3/14/2023 | Common Stock | 69501 | $0 | 0 | D | |
Stock Option (right to buy) | $119.54 | 3/1/2023 | | A | | 33551 | | (7) | 3/1/2033 | Common Stock | 33551 | $0 | 33551 | D | |
Explanation of Responses: |
(1) | Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2022. |
(2) | The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $118.38 to $119.35, 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. |
(3) | The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $119.44 to $120.42, 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 $120.44 to $120.83, 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) | Subject to continued service through the vesting date, the Restricted Shares shall vest in equal installments on each of the first three (3) anniversaries of the Date of Grant. |
(6) | Fully vested. |
(7) | Subject to continued service through the vesting date, the Options shall vest 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 | | 3/3/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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