SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person*
CCMP Capital, LLC

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/23/2011 J (1) 5,560 A (1) 14,935 I See Footnote (6)
Common Stock, par value $0.01 per share 39,898,063 D (2)
Common Stock, par value $0.01 per share 24,195,367 D (3)
Common Stock, par value $0.01 per share 3,225,209 D (4)
Common Stock, par value $0.01 per share 12,477,487 D (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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
CCMP Capital, LLC

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors II, L.P.

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK, NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors (Cayman) II, L.P.

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates, L.P.

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Generac Co-Invest, L.P.

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Generac Co-Invest GP, LLC

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates GP, LLC

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brenneman Greg Dean

(Last) (First) (Middle)
245 PARK AVENUE
16TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
Explanation of Responses:
1. The amount represents 2,780 shares of common stock issued to each of Stephen Murray and Timothy Walsh on February 23, 2011 in their capacity as directors of the Issuer as part of compensation paid to non-management directors of the Issuer annually. CCMP Capital beneficially owns such shares as a result of the contractual arrangements among such persons and the CCMP Capital Funds, CCMP
2. See Exhibit 99.2
3. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors.
4. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman.
5. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest
6. 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
CCMP Capital, LLC, /s/ Timothy Walsh, Managing Director 02/13/2012
CCMP Capital Investors II, L.P., /s/ Timothy Walsh, Managing Director 02/13/2012
CCMP Capital Investors (Cayman) II, L.P., /s/ Timothy Walsh, Managing Director 02/13/2012
CCMP Capital Associates, L.P., /s/ Timothy Walsh, Managing Director 02/13/2012
CCMP Capital Associates GP, LLC /s/ Timothy Walsh Managing Director 02/13/2012
CCMP Generac Co-Invest, L.P. , /s/ Timothy Walsh, Managing Director 02/13/2012
CCMP Generac Co-Invest GP, LLC, /s/ Timothy Walsh, Managing Director 02/13/2012
/s/ Greg D. Brenneman 02/13/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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