Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
02/23/2011
(Street)

NEW YORK, NY 10167
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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, NY 10167
    X    
CCMP Capital Investors II, L.P.
245 PARK AVENUE
16TH FLOOR
NEW YORK,, NY 10167
    X    
CCMP Capital Investors (Cayman) II, L.P.
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    
CCMP Capital Associates, L.P.
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    
CCMP Generac Co-Invest, L.P.
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    
CCMP Generac Co-Invest GP, LLC
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    
CCMP Capital Associates GP, LLC
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    
Brenneman Greg Dean
245 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10167
    X    

Signatures

 CCMP Capital, LLC, /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Capital Investors II, L.P., /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Capital Investors (Cayman) II, L.P., /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Capital Associates, L.P., /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Capital Associates GP, LLC /s/ Timothy Walsh Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Generac Co-Invest, L.P. , /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 CCMP Generac Co-Invest GP, LLC, /s/ Timothy Walsh, Managing Director   02/13/2012
**Signature of Reporting Person Date

 /s/ Greg D. Brenneman   02/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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

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