GARMIN LTD — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARMIN LTD (GRMN)
CIK: 0001121788
Period of Report: 2012-12-10

Reporting Person: PEMBLE CLIFTON A (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Registered Shares	A	10896	—	Acquired	68169	Direct
2012-12-10	Registered Shares	F	629	$41.82	Disposed	67540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Stock option (right to buy)	$42.16	A	45260	Acquired	2022-12-10	Registered Shares (45260)	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 three equal annual installments beginning on December 10, 2013.

F2: 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 annual installments), (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 annual installments), (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 annual installments), (d) 8,055 unvested shares acquired pursuant to a grant of restricted stock units on December 14, 2011 (the award vests in five annual installments), (e) 10,896 unvested shares acquired pursuant to an award of 10,896 restricted stock units on December 10, 2012 (the award vests in three annual installments), (f) 368 shares that were acquired for the reporting person's account in June 2012 under the employee stock purchase plan, and (g) 199 shares in a dividend reinvestment plan.

F3: On December 10, 2012, 2,000 shares that were acquired by the reporting person pursuant to the award of restricted stock units in December 2010 vested and were paid to the reporting person. 629 of these 2,000 shares were withheld to pay the resulting tax liability.

F4: Includes (a) 6,000 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), (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), (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), (d) 8,055 unvested shares acquired pursuant to a grant of restricted stock units on December 14, 2011 (the award vests in five equal annual installments), and (e) 10,896 unvested shares acquired pursuant to an award of 10,896 restricted stock units on December 10, 2012 (the award vests in three equal annual installments).

F5: The stock option vests in five equal annual installments beginning on December 10, 2013.