GARMIN LTD — Director's Dealing 2010

Dec 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARMIN LTD (GRMN)
CIK: 0001121788
Period of Report: 2010-12-10

Reporting Person: ETKIND ANDREW R (VP, General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-10	Common Shares	A	6665	—	Acquired	39206	Direct
2010-12-11	Common Shares	F	552	$30.04	Disposed	38654	Direct
2010-12-12	Common Shares	F	1243	$30.04	Disposed	37411	Direct

Footnotes

F1: Shares were acquired pursuant to a grant of restricted stock units under the Garmin Ltd. 2005 Equity Incentive Plan. The award vests in five equal annual installments beginning December 10, 2011.

F2: The number of Common Shares reported in Row 1 of Column 5 includes (a) 9,000 unvested shares acquired pursuant to an award of 15,000 restricted stock units in December 2008 (the award vests in five equal annual installments beginning in December 2009), (b) 5,336 unvested shares acquired pursuant to an award of 6,670 restricted stock units in December 2009 (the award vests in five equal annual installments beginning in December 2010), (c) the 6,665 shares that were acquired pursuant to the grant of restricted stock units disclosed in Column 4 and further described in Footnote (1), (d) 3,000 shares that were paid to the reporting person on December 12, 2010 upon vesting of restricted stock units that were awarded to him in December 2008, and (e) 1,334 shares that were paid to the reporting person on December 11, 2010 upon vesting of restricted stock units that were awarded to him in December 2009.

F3: On December 11, 2010, 1,334 shares that were acquired by the reporting person pursuant to the award of restricted stock units in December 2009 described in Footnote (2) vested and were paid to the reporting person. 552 of these 1,334 shares were withheld to pay the resulting tax liability.

F4: The numbers of Common Shares reported in Rows 2 and 3 of Column 5 include (a) 9,000 unvested shares acquired pursuant to an award of 15,000 restricted stock units in December 2008 (the award vests in five equal annual installments beginning in December 2009), (b) 5,336 unvested shares acquired pursuant to an award of 6,670 restricted stock units in December 2009 (the award vests in five equal annual installments beginning in December 2010), and (c) the 6,665 shares that were acquired pursuant to the grant of restricted stock units disclosed in Column 4 and further described in Footnote (1).

F5: On December 12, 2010, 3,000 shares that were acquired by the reporting person pursuant to the award of restricted stock units in December 2008 described in Footnote (2) vested and were paid to the reporting person. 1,243 of these 3,000 shares were withheld to pay the resullting tax liability.