Sec Form 4 Filing - Dolan Terrence J. @ GENERAC HOLDINGS INC. - 2013-03-14

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dolan Terrence J. 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) Executive Vice President (Last) (First) (Middle) C/O GENERAC HOLDINGS INC., P.O. BOX 8 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2013 (Street) WAUKESHA, WI53189 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 03/14/2013 A 2,688 ( 3 ) A $ 0 41,679 D Common Stock, par value $0.01 per share 03/14/2013 M 4,657 A $ 20.94 46,336 D Common Stock, par value $0.01 per share 03/14/2013 F 3,429 D $ 34.81 42,907 D Common Stock, par value $0.01 per share 03/14/2013 M 26,049 A $ 34.81 68,956 D Common Stock, par value $0.01 per share 03/14/2013 F 12,282 D $ 34.81 56,674 D Common Stock, par value $0.01 per share 03/15/2013 S 14,995 D $ 35.02 ( 1 ) 41,679 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 7 03/14/2013 M 26,049 ( 2 ) 02/10/2020 Common Stock 26,049 $ 0 52,098 D Stock Option (Right to Buy) $ 20.94 03/14/2013 M 4,657 ( 4 ) 02/24/2022 Common Stock 4,657 $ 0 13,969 D Stock Option (Right to Buy) $ 34.81 03/14/2013 A 17,337 ( 4 ) 03/14/2023 Common Stock 17,337 $ 0 17,337 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dolan Terrence J. C/O GENERAC HOLDINGS INC. P.O. BOX 8 WAUKESHA, WI53189 Executive Vice President Signatures /S/York Ragen, Attorney-in-fact 03/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is the weighted average price. The shares were sold in multiple transactions at prices ranging from $35 to $35.03, 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 )Options vest in equal installments 20% annually over 5 years, 2/10/2011 representing the earliest of these five vesting dates. Vesting is conditioned, in each case, upon Mr. Dolan's continued employment with Generac Holdings Inc. through the vesting date. ( 3 )Subject to Mr. Dolan's 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. ( 4 )Options shall vest in equal installments on each of the first four(4) anniversaries of the Date of Grant.

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).

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