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^*

ETKIND ANDREW R

(Last)

(First)

(Middle)

MUEHLENTALSTRASSE 2

(Street)

SCHAFFHAUSEN

8200

(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)
	VP, General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2013

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	12/10/2013		A		4,290⁽¹⁾	A	$0	47,148⁽²⁾	D
Registered Shares	12/10/2013		F		1,079⁽³⁾	D	$49.07	46,069⁽²⁾	D
Registered Shares	12/11/2013		F		460⁽⁴⁾	D	$48.64	45,609⁽⁵⁾	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)

Explanation of Responses:

1. 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.

2. Includes (a) 2,666 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five 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 annual installments); (c) 3,000 unvested shares acquired pursuant to an award of 15,000 restricted stock units on December 12, 2008 (the award vests in five annual installments); (d) 4,296 unvested shares acquired pursuant to a grant of 5,370 restricted stock units on December 14, 2011 (the award vests in five annual installments); (e) 3,418 unvested shares acquired pursuant to an award of 5,127 restricted stock units on December 10, 2012 (the award vests in three annual installments); and (f) 4,290 unvested shares acquired pursuant to the grant of restricted shares described in Footnote 1.

3. On December 10, 2013, 1,333 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. 468 of these 1,333 shares were withheld to pay the resulting tax liability. Also on December 10, 2013, 1,709 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. 611 of these 1,709 shares were withheld to pay the resulting tax liability.

4. On December 11, 2013, 1,334 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. 460 of these 1,334 shares were withheld to pay the resulting tax liability.

5. Includes (a) 2,666 unvested shares acquired pursuant to an award of 6,665 restricted stock units on December 10, 2010 (the award vests in five annual installments); (b) 1,334 unvested shares acquired pursuant to an award of 6,670 restricted stock units on December 11, 2009 (the award vests in five annual installments); (c) 3,000 unvested shares acquired pursuant to an award of 15,000 restricted stock units on December 12, 2008 (the award vests in five annual installments); (d) 4,296 unvested shares acquired pursuant to a grant of 5,370 restricted stock units on December 14, 2011 (the award vests in five annual installments); (e) 3,418 unvested shares acquired pursuant to an award of 5,127 restricted stock units on December 10, 2012 (the award vests in three annual installments); and (f) 4,290 unvested shares acquired pursuant to the grant of restricted shares described in Footnote 1.

Remarks:

	Andrew R. Etkind	12/12/2013
	** 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.
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