FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/19/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Registered Shares | 12/17/2012 | M | 17,000 | A | $27.27 | 64,326(1) | D | |||
Registered Shares | 12/17/2012 | M | 10,000 | A | $19.94 | 74,326(1) | D | |||
Registered Shares | 12/17/2012 | M | 10,000 | A | $21.59 | 84,326(1) | D | |||
Registered Shares | 12/17/2012 | D | 5,257 | D | $41.07 | 79,069(1) | D | |||
Registered Shares | 12/17/2012 | F | 1,255(2) | D | $41.07 | 77,814(1) | D | |||
Registered Shares | 12/17/2012 | S | 12,101 | D | $40.978(3) | 65,713(1) | D | |||
Registered Shares | 12/17/2012 | S | 14,899 | D | $40.953(4) | 50,814(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Includes (a) 3,999 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five equal annual installments), (b) 2,668 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five equal annual installments), (c) 3,000 unvested shares that were acquired pursuant to a grant of 15,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments), (d) 4,296 unvested shares that were acquired pursuant to the award of 5,370 restricted stock units on December 14, 2011 (the award vests in five equal annual installments ), and (e) 5,127 unvested shares that were acquired pursuant to a grant of 5,127 restricted stock units on December 10, 2012 (the award vests in three equal annual installments). |
2. Due to an error in the information that was provided to the reporting person by the issuer, the original Form 4 that was filed on December 19, 2012 erroneously reported that 1,703 shares were withheld for tax purposes. This Amendment corrects that error by reporting that 1,255 shares were withheld for tax purposes. This Amendment also corrects errors in the numbers reported in all rows in Column 5 that were due to incorrect information provided to the reporting person by the issuer regarding the numbers of shares withheld for tax purposes from awards of restricted stock units that vested on December 11, 12 and 14 of 2012. |
3. This is a weighted average price. The Registered Shares were sold in separate transactions on the same day at prices ranging from $40.97 to $40.99 per share. The reporting person undertakes to provide to Garmin Ltd., any security holder of Garmin Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Registered Shares sold at each separate price within the range set forth in this Footnote. |
4. This is a weighted average price. The Registered Shares were sold in separate transactions on the same day at prices ranging from $40.95 to $40.97 per share. The reporting person undertakes to provide to Garmin Ltd., any security holder of Garmin Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Registered Shares sold at each separate price within the range set forth in this Footnote. |
Remarks: |
Andrew R. Etkind | 12/28/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |