GARMIN LTD — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARMIN LTD (GRMN)
CIK: 0001121788
Period of Report: 2019-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-21	Registered Shares	M	9263	$49.07	Acquired	141883	Direct
2019-02-21	Registered Shares	F	6580	$83.06	Disposed	135303	Direct
2019-02-21	Registered Shares	S	2683	$82.3795	Disposed	132620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-21	Stock Appreciation Right	$49.07	M	9263	Disposed	2023-12-10	Registered Shares (9263)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Registered Shares	255	Indirect

Footnotes

F1: Pursuant to a Rule 10b5-1 stock trading plan adopted by the reporting person on March 5, 2018.

F2: Includes 49,038 unvested shares acquired pursuant to previously granted restricted stock unit awards and 153 shares acquired by the reporting person in December 2018 under the Garmin Ltd. Employee Stock Purchase Plan.

F3: Consists of (i) 5,472 shares withheld to cover the exercise price of the stock appreciation rights and (ii) 1,108 shares withheld to pay the resulting tax liability.

F4: This transaction was executed in multiple trades at prices ranging from $81.26 to $83.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range.

F5: The stock appreciation right vested in five equal annual installments beginning on December 10, 2013.