SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
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SCHEDULE 13G
(RULE 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
___________
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(Amendment No. 3)*
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GENERAC HOLDINGS INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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368736 104
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(Title of class of securities)
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(CUSIP number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement) |
o |
Rule 13d-1(b)
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o |
Rule 13d-1(c)
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x |
Rule 13d-1(d)
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__________
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Continued on Following Pages
Page 1
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CUSIP No.
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368736 104
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13G
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Page 2
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1
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NAME OF REPORTING PERSON CCMP Capital Investors II, L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
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5
|
SOLE VOTING POWER
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0*
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BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
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0*
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EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
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||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
0*
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
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12
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TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP No.
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368736 104
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13G
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Page 3
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1
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NAME OF REPORTING PERSON CCMP Capital Investors (Cayman) II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF
SHARES
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5
|
SOLE VOTING POWER
|
0*
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||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
0*
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||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
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||
PERSON WITH
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8
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SHARED DISPOSITIVE POWER
|
0*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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12
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TYPE OF REPORTING PERSON (See Instructions) FI
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CUSIP No.
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368736 104
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13G
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Page 4
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1
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NAME OF REPORTING PERSON CCMP Capital Associates, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
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||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
0*
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||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
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||
PERSON WITH
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8
|
SHARED DISPOSITIVE POWER
|
0*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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12
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TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP No.
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368736 104
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13G
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Page 5
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1
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NAME OF REPORTING PERSON CCMP Capital Associates GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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|||
3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
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||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
0*
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||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
0*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0*
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|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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||||
12
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TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP No.
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368736 104
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13G
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Page 6
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1
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NAME OF REPORTING PERSON CCMP Generac Co-Invest, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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|||
3
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SEC USE ONLY
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
0*
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||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
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||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
0*
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0*
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|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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12
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TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP No.
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368736 104
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13G
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Page 7
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1
|
NAME OF REPORTING PERSON CCMP Generac Co-Invest GP, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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|||
3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
0*
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
0*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0*
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
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|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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||||
12
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TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP No.
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368736 104
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13G
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Page 8
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1
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NAME OF REPORTING PERSON CCMP Capital, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
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0*
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||
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
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14,935*
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
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0*
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||
PERSON WITH
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8
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SHARED DISPOSITIVE POWER
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14,935*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,935*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .02%
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12
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TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP No.
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368736 104
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13G
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Page 9
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1
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NAME OF REPORTING PERSON Stephen Murray
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
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||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
14,935*
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||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
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||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
14,935*
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||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
14,935*
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|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .02%
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||||
12
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TYPE OF REPORTING PERSON (See Instructions) IN
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CUSIP No.
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368736 104
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13G
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Page 10
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1
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NAME OF REPORTING PERSON Timothy Walsh
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) [ ]
(b) [X]
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|||
3
|
SEC USE ONLY
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
14,935*
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
14,935*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
14,935*
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .02%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions) IN
|
CUSIP No.
|
368736 104
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13G
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Page 11
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1
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NAME OF REPORTING PERSON Greg D. Brenneman
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) [ ]
(b) [X]
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|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||||
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
|
0*
|
||
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
|
14,935*
|
||
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
|
0*
|
||
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
|
14,935*
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
14,935*
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .02%
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12
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TYPE OF REPORTING PERSON (See Instructions) IN
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ITEM 1.
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NAME OF ISSUER; ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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(d)
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Title of Class of Securities:
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(e)
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CUSIP Number:
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK THE APPROPRIATE BOX.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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ITEM 10.
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CERTIFICATION
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CCMP Capital, LLC
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/s/ Marc Unger
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Name:
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Marc Unger
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Title:
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Chief Operating Officer & Chief Financial Officer
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CCMP Capital Investors II, L.P.
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By: CCMP Capital Associates, L.P., its general partner
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By: CCMP Capital Associates GP, LLC
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/s/ Marc Unger
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Name:
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Marc Unger
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Title:
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Chief Operating Officer & Chief Financial Officer
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CCMP Capital Investors (Cayman) II, L.P.
|
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By: CCMP Capital Associates, L.P., its general partner
|
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By: CCMP Capital Associates GP, LLC, its general partner
|
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/s/ Marc Unger
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Name:
|
Marc Unger
|
|
Title:
|
Chief Operating Officer & Chief Financial Officer
|
|
CCMP Capital Associates, L.P.,
|
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By: CCMP Capital Associates GP, LLC, its general partner
|
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/s/ Marc Unger
|
||
Name:
|
Marc Unger
|
|
Title:
|
Chief Operating Officer & Chief Financial Officer
|
|
CCMP Capital Associates GP, LLC
|
||
/s/ Marc Unger
|
||
Name:
|
Marc Unger
|
|
Title:
|
Chief Operating Officer & Chief Financial Officer
|
CCMP Generac Co-Invest, L.P.
|
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By: CCMP Generac Co-Invest GP, LLC, its general partner
|
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/s/ Marc Unger
|
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Name:
|
Marc Unger
|
|
Title:
|
Chief Operating Officer & Chief Financial Officer
|
|
CCMP Generac Co-Invest GP, LLC
|
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/s/ Marc Unger
|
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Name:
|
Marc Unger
|
|
Title:
|
Chief Operating Officer & Chief Financial Officer
|
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/s/ Stephen Murray
|
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Stephen Murray
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/s/ Timothy Walsh
|
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Timothy Walsh
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/s/ Greg D. Brenneman
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Greg D. Brenneman
|
Exhibit A | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |