GARMIN LTD — Director's Dealing 2011

Dec 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARMIN LTD (GRMN)
CIK: 0001121788
Period of Report: 2011-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Shares	F	486	$37.64	Disposed	37383	Direct
2011-12-11	Common Shares	F	487	$37.64	Disposed	36896	Direct
2011-12-12	Common Shares	F	1095	$37.96	Disposed	35801	Direct
2011-12-14	Common Shares	A	5370	—	Acquired	41171	Direct

Footnotes

F1: On December 10, 2011, 1333 shares that were acquired by the reporting person pursuant to the award of restricted stock units in December 2010 described in Footnote 2 vested and were paid to the reporting person. 486 of these 1333 shares were withheld to pay the resulting tax liability.

F2: The number of Common Shares reported in Row 1 of Column 5 includes (a) 5,332 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 5,336 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), (c) 9,000 unvested shares that were acquired pursuant to a grant of 15,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009), and (d) 458 shares that were acquired for the reporting person's account in June 2011 under the Garmin Ltd. Employee Stock Purchase Agreement.

F3: On December 11, 2011, 1334 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. 487 of these 1334 shares were withheld to pay the resulting tax liability.

F4: The number of Common Shares reported in Row 2 of Column 5 includes (a) 5,332 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 4,002 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 9,000 unvested shares that were acquired pursuant to a grant of 15,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009).

F5: On December 12, 2011, 3000 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. 1095 of these 3000 shares were withheld to pay the resulting tax liability.

F6: The number of Common Shares reported in Row 3 of Column 5 includes (a) 5,332 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011, (b) 4,002 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 6,000 unvested shares that were acquired pursuant to a grant of 15,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009).

F7: 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 2012.

F8: The number of Common Shares reported in Row 4 of Column 5 includes (a) 5,332 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011, (b) 4,002 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), (c) 6,000 unvested shares that were acquired pursuant to a grant of 15,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009), and (d) the 5,370 unvested shares that were acquired pursuant to the award of restricted stock units disclosed in Row 4 of Column 4.