GARMIN LTD — Director's Dealing 2013

Dec 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARMIN LTD (GRMN)
CIK: 0001121788
Period of Report: 2013-12-10

Reporting Person: PEMBLE CLIFTON A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-10	Registered Shares	A	9705	—	Acquired	76032	Direct
2013-12-10	Registered Shares	F	2246	$49.07	Disposed	73786	Direct
2013-12-11	Registered Shares	F	837	$48.64	Disposed	72949	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-10	Stock appreciation right	$49.07	M	38492	Acquired	2023-12-10	Registered Shares (38492)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Registered Shares	750	Indirect
Registered Shares	250	Indirect

Footnotes

F1: Shares were acquired pursuant to a grant of restricted stock units under the Garmin Ltd. Equity Incentive Plan. The award vests in three equal annual installments beginning in December 2014.

F2: Includes (a) 4,000 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) 4,000 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) 4,000 unvested shares acquired pursuant to an award of 20,000 restricted stock units on December 12, 2008 (the award vests in five annual installments); (d) 6,444 unvested shares acquired pursuant to a grant of 8,055 restricted stock units on December 14, 2011 (the award vests in five annual installments); (e) 7,264 unvested shares acquired pursuant to an award of 10,896 restricted stock units on December 10, 2012 (the award vests in three annual installments); and (f) 9,705 unvested shares acquired pursuant to the grant of restricted shares described in Footnote 1.

F3: On December 10, 2013, 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. 727 of these 2,000 shares were withheld to pay the resulting tax liability. Also on December 10, 2013, 3,632 shares that were acquired by the reporting person pursuant to the award of restricted stock units in December 2013 described in Footnote 2 vested and were paid to the reporting person. 1,519 of these 3,632 shares were withheld to pay the resulting tax liability.

F4: On December 11, 2013, 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. 837of these 2,000 shares were withheld to pay the resulting tax liability.

F5: Includes (a) 4,000 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) 4,000 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) 4,000 unvested shares acquired pursuant to an award of 20,000 restricted stock units on December 12, 2008 (the award vests in five annual installments); (d) 6,444 unvested shares acquired pursuant to a grant of 8,055 restricted stock units on December 14, 2011 (the award vests in five annual installments); (e) 7,264 unvested shares acquired pursuant to an award of 10,896 restricted stock units on December 10, 2012 (the award vests in three annual installments); and (f) 9,705 unvested shares acquired pursuant to the grant of restricted shares described in Footnote 1.

F6: The stock appreciation right vests in five equal annual installments beginning on December 10, 2013.