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: PEMBLE CLIFTON A (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Shares	F	629	$37.64	Disposed	47230	Direct
2011-12-11	Common Shares	F	629	$37.64	Disposed	46601	Direct
2011-12-12	Common Shares	F	1258	$37.96	Disposed	45343	Direct
2011-12-14	Common Shares	A	8055	—	Acquired	53398	Direct

Footnotes

F1: On December 10, 2011, 2,000 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. 629 of these 2,000 shares were withheld to pay the resulting tax liability.

F2: The number of Common Shares reported in Row 1 of Column 5 includes (a) 8,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 8,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), (c) 12,000 unvested shares that were acquired pursuant to a grant of 20,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009), and (d) 382 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, 2,000 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. 629 of these 2,000 shares were withheld to pay the resulting tax liability.

F4: The number of Common Shares reported in Row 2 of Column 5 includes (a) 8,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 6,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 12,000 unvested shares that were acquired pursuant to a grant of 20,000 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, 4,000 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. 1,258 of these 4,000 shares were withheld to pay the resulting tax liability.

F6: The number of Common Shares reported in Row 3 of Column 5 includes (a) 8,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 6,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 8,000 unvested shares that were acquired pursuant to a grant of 20,000 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) 8,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 6,000 unvested shares acquired pursuant to an award of 10,000 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), (c) 8,000 unvested shares that were acquired pursuant to a grant of 20,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009), and (d) the 8,055 unvested shares acquired pursuant to the grant of restricted stock units reported in Row 4 of Column 4.