SEC FORM 4

SEC Form 4

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^*

Pokorny Brian James

(Last)

(First)

(Middle)

1200 EAST 151ST STREET

(Street)

OLATHE

66062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President - Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Registered Shares	12/17/2012		M		15,000	A	$27.27	31,620⁽¹⁾	D
Registered Shares	12/17/2012		M		20,000	A	$19.94	51,620⁽¹⁾	D
Registered Shares	12/17/2012		S		35,000	D	$41	16,620⁽¹⁾	D
Registered Shares	12/17/2012		S		4,256	D	$40.946⁽²⁾	12,364⁽¹⁾	D
Registered Shares	12/17/2012		S		2,518	D	$40.85⁽³⁾	9,846⁽¹⁾	D
Registered Shares	12/18/2012		M		10,000	A	$21.59	19,846⁽¹⁾	D
Registered Shares	12/18/2012		D		5,157	D	$41.87	14,689⁽¹⁾	D
Registered Shares	12/18/2012		F		1,802	D	$41.87	12,887⁽¹⁾	D
Registered Shares	12/18/2012		M		12,000	A	$30.66	24,887⁽¹⁾	D
Registered Shares	12/18/2012		D		8,788	D	$41.87	16,099⁽¹⁾	D
Registered Shares	12/18/2012		F		1,331	D	$41.87	14,768⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$27.27	12/17/2012		M			15,000	⁽⁴⁾	12/23/2013	Registered Shares	15,000	$0	0	D
Employee stock option (right to buy)	$19.94	12/17/2012		M			20,000	⁽⁵⁾	09/23/2014	Registered Shares	20,000	$0	0	D
Stock appreciation right	$21.59	12/18/2012		M			10,000	⁽⁶⁾	06/23/2015	Registered Shares	10,000	$0	0	D
Stock appreciation right	$30.66	12/18/2012		M			12,000	⁽⁷⁾	12/16/2015	Registered Shares	12,000	$0	0	D

Explanation of Responses:

1. Includes: (a) 2,001 unvested shares that were acquired pursuant to an award of 3,335 restricted stock units on December 10, 2010 (the award vests in five equal annual installments), (b) 1,332 unvested shares that were acquired pursuant to an award of 3,330 restricted stock units on December 11, 2009 (the award vests in five equal annual installments), (c) 1,800 unvested shares that were acquired pursuant to an award of 9,000 restricted stock units on December 12, 2008 (the award vests in five equal annual installments), (d) 2,148 unvested shares that were acquired pursuant to an award of restricted stock units on December 14, 2011 (the award vests in five equal annual installments), and (e) 2,565 unvested shares that were acquired pursuant to an award of restricted stock units on December 10, 2012 (the award vests in three equal annual installments).

2. This is a weighted average price. The Registered Shares were sold in separate transactions on the same day at prices ranging from $40.94 to $40.951 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.

3. This is a weighted average price. The Registered Shares were sold in separate transactions on the same day at prices ranging from $40.8501 to $40.851 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. The stock option vested in five equal annual installments beginning on December 23, 2004

5. The stock option vested in five equal annual installments beginning on September 23, 2005.

6. The stock appreciation right vested in five equal annual installments beginning on June 23, 2006.

7. The stock appreciation right vested in five equal annual installments beginning on December 16, 2006.

Remarks:

	Joshua H. Maxfield, Attorney-in-Fact	12/19/2012
	** 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).
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