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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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
(Street)
NEW YORK NY 10067
(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)
11/29/2012
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 11/29/2012 S 6,400,000 D $32.25 33,512,998 D(1)
Common Stock, par value $0.01 per share 11/29/2012 S 3,881,149 D $32.25 20,314,218 D(2)
Common Stock, par value $0.01 per share 11/29/2012 S 517,352 D $32.25 2,707,857 D(3)
Common Stock, par value $0.01 per share 11/29/2012 S 2,001,499 D $32.25 10,475,988 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 (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
(Street)
NEW YORK NY 10067
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors II, L.P.
(Last) (First) (Middle)
245 PARK AVENUE
(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)
C/O WALKERS SERVICES LTD., WALKER HOUSE
87 MARY STREET, GEORGE TOWN
(Street)
GRAND CAYMAN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates, L.P.
(Last) (First) (Middle)
245 PARK AVENUE
(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
(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
(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
(Street)
NEW YORK NY 10167
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brenneman Greg Dean
(Last) (First) (Middle)
C/O CCMP CAPITAL, LLC
245 PARK AVENUE
(Street)
NEW YORK NY 10167
(City) (State) (Zip)
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 24.1, Exhibit 99.1 and Exhibit 99.2
CCMP Capital, LLC, /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Capital Investors II, L.P., /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Capital Investors (Cayman) II, L.P., /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Capital Associates, L.P., /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Capital Associates GP, LLC, /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Generac Co-Invest, L.P., /s/ Stephen P. Murray, President & CEO 11/29/2012
CCMP Generac Co-Invest GP, LLC, /s/ Stephen P. Murray, President & CEO 11/29/2012
Richard G. Jansen, as attorney in fact for Gregory D. Brenneman, /s/ Richard G. Jansen 11/29/2012
** 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 Number.
mm11-2912ccmp_gnrc4e241.htm
 

 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard G. Jansen, Allison Bernbach and Nikki Trezza, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto, relating to the securities of Generac Holdings Inc. (the “Company”) in accordance with Section 16(a) and Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


 
 
 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of November 2012.


 
/s/ Gregory Brenneman
 
Signature
   
 
Gregory Brenneman
 
Print Name
mm11-2912ccmp_gnrc4e991.htm
 

 
 
List of Reporting Persons
 

 

 
Names:
 

CCMP Capital, LLC
CCMP Capital Investors II, L.P.
CCMP Capital Investors (Cayman) II, L.P.
CCMP Capital Associates, L.P.
CCMP Capital Associates GP, LLC
CCMP Generac Co-Invest, L.P.
CCMP Generac Co-Invest GP, LLC
Greg Dean Brenneman

Address for each Reporting Person:
c/o 245 Park Avenue
16th Floor
New York, NY 10167
mm11-2912ccmp_gnrc4e992.htm

 
This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. (“CCMP Capital Investors”), (ii) CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman” and together with CCMP Capital Investors, the “CCMP Capital Funds”), (iii) CCMP Capital Associates, L.P. (“CCMP Capital Associates”), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”), the general partner of CCMP Capital Associates, (v) CCMP Generac Co-Invest, L.P. (“Generac Co-Invest”), (vi) CCMP Generac Co-Invest GP, LLC (“Generac Co-Invest GP”), the general partner of Generac Co-Invest, (vii) CCMP Capital, LLC (“CCMP Capital”), the owner of CCMP Capital Associates GP and Generac Co-Invest GP, and (viii) Greg Brenneman (together with the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP, Generac Co-Invest and Generac Co-Invest GP, the “Reporting Persons”), in his capacity as a member of a CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer's common stock beneficially owned by CCMP Capital.  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital beneficially owns the Issuer's common stock reported herein held by the CCMP Capital Funds.  The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds.  Pursuant to Rule 13d-3 under the Exchange Act, each of Generac Co-Invest GP and CCMP Capital beneficially owns the Issuer's common stock reported herein held by Generac Co-Invest, but, except for a de minimis pecuniary interest attributable to Generac Co-Invest GP, such entities have no pecuniary interest in the shares held by Generac Co-Invest.  Pursuant to Rule 13d-3 of the Exchange Act, CCMP Capital beneficially owns the Issuer's common stock reported herein held by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) because CCMP Capital has voting and dispositive power over such shares 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 are to be voted or disposed of at the direction of CCMP Capital. The actual pro rata portion of beneficial ownership of any such shares held by Messrs. Murray, Walsh and McKenna that may be deemed attributable to the CCMP Capital Funds is not readily determinable because it is subject to several economic and other variables in the contractual agreements among CCMP Capital and the CCMP Capital Funds. As a consequence of his being a member of a CCMP Capital investment committee, Mr. Brenneman may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the listed shares. The actual pro rata portion of beneficial ownership of any shares that may be deemed attributable to Mr. Brenneman is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds.  The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.  The amount shown represents the beneficial ownership of the Issuer's common stock held by the Reporting Persons as a group.