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: Pokorny Brian James (Vice President - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Shares	F	209	$37.64	Disposed	17336	Direct
2011-12-11	Common Shares	F	209	$37.64	Disposed	17127	Direct
2011-12-12	Common Shares	F	566	$37.96	Disposed	16561	Direct
2011-12-14	Common Shares	A	2685	—	Acquired	19246	Direct
2011-12-15	Common Shares	G	252	—	Disposed	18994	Direct
2011-12-15	Common Shares	S	2606	$37.35	Disposed	16388	Direct

Footnotes

F1: On December 10, 2011, 667 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. 209 of these 667 shares were withheld to pay the resulting tax liability.

F2: The number of shares reported in Row 1 of Column 5 includes: (a) 2,668 unvested shares that were acquired by the reporting person pursuant to an award of 3,335 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 2,664 unvested shares that were acquired by the reporting person pursuant to an award of 3,330 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 5,400 unvested shares that were acquired by the reporting person pursuant to an award of 9,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009).

F3: On December 11, 2011, 666 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. 209 of these 666 shares were withheld to pay the resulting tax liability.

F4: The number of shares reported in Row 2 of Column 5 includes: (a) 2,668 unvested shares that were acquired by the reporting person pursuant to an award of 3,335 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 1,998 unvested shares that were acquired by the reporting person pursuant to an award of 3,330 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 5,400 unvested shares that were acquired by the reporting person pursuant to an award of 9,000 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, 1,800 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. 566 of these 1,800 shares were withheld to pay the resulting tax liability.

F6: The number of shares reported in Row 3 of Column 5 includes: (a) 2,668 unvested shares that were acquired by the reporting person pursuant to an award of 3,335 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 1,998 unvested shares that were acquired by the reporting person pursuant to an award of 3,330 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), and (c) 3,600 unvested shares that were acquired by the reporting person pursuant to an award of 9,000 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 shares reported in Row 4 of Column 5 includes: (a) 2,668 unvested shares that were acquired by the reporting person pursuant to an award of 3,335 restricted stock units on December 10, 2010 (the award vests in five equal annual installments beginning on December 10, 2011), (b) 1,998 unvested shares that were acquired by the reporting person pursuant to an award of 3,330 restricted stock units on December 11, 2009 (the award vests in five equal annual installments beginning on December 11, 2010), (c) 3,600 unvested shares that were acquired by the reporting person pursuant to an award of 9,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments beginning on December 12, 2009), and (d) the 2,685 unvested shares that were acquired by the reporting person pursuant to the award of restricted stock units reported in Row 4 of Column 4.