Sec Form 4 Filing - CCMP Capital, LLC @ GENERAC HOLDINGS INC. - 2013-08-01

Insider filing report for Changes in Beneficial Ownership
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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
CCMP Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
GENERAC HOLDINGS INC. [ GNRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
245 PARK AVENUE, 16TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2013
(Street)
NEW YORK, NY10167
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 08/01/2013 S 7,023,063 D $ 42.28 0 D ( 1 )
Common Stock, par value $0.01 per share 08/01/2013 S 4,258,993 D $ 42.28 0 D ( 2 )
Common Stock, par value $0.01 per share 08/01/2013 S 567,718 D $ 42.28 0 D ( 3 )
Common Stock, par value $0.01 per share 08/01/2013 S 2,196,352 D $ 42.28 0 D ( 4 )
Common Stock, par value $0.01 per share 14,935 I ( 5 ) See Footnote ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CCMP Capital, LLC
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
CCMP Capital Investors II, L.P.
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
CCMP Capital Investors (Cayman) II, L.P.
C/O INTERTRUST CORP. SERVICES CAYMAN LTD
190 ELGIN AVENUE, GEORGE TOWN
GRAND CAYMAN, E9KY1-9005
X
CCMP Capital Associates, L.P.
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
CCMP Capital Associates GP, LLC
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
CCMP Generac Co-Invest, L.P.
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
CCMP Generac Co-Invest GP, LLC
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
Brenneman Greg Dean
C/O CCMP CAPITAL ADVISORS, LLC
245 PARK AVENUE, 16TH FLOOR
NEW YORK, NY10167
X
Signatures
CCMP Capital LLC, /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Capital Investors II, L.P., /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Capital Investors (Cayman) II, L.P., /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Capital Associates, L.P., /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Capital Associates GP, LLC, /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Generac Co-Invest, L.P., /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
CCMP Generac Co-Invest GP, LLC, /s/ Marc Unger 08/05/2013
Signature of Reporting Person Date
Richard G. Jansen, as attorney in fact of Gregory D. Brenneman, /s/ Richard G. Jansen 08/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.2
( 2 )The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors.
( 3 )The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman.
( 4 )The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest.
( 5 )The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) in the aggregate, which were issued to each of them in their capacity as directors of the Issuer. CCMP Capital beneficially owns such shares indirectly as a result of the contractual arrangements among Messrs. Murray, Walsh and McKenna, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and these shares are to be voted or disposed of at the direction of CCMP Capital.

Remarks:
See Exhibit 99.1 and Exhibit 99.2

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).
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