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^*

Peffer Charles

(Last)

(First)

(Middle)

5424 MOHAWK

(Street)

FAIRWAY

66205

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2015

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	06/01/2015		F		200⁽¹⁾	D	$45.39	16,666⁽²⁾	D
Registered Shares	06/05/2015		A		3,002⁽³⁾	A	$0	19,668⁽⁴⁾	D
Registered Shares	06/06/2015		F		148⁽⁵⁾	D	$45.26	19,520⁽⁶⁾	D
Registered Shares	06/07/2015		F		239⁽⁷⁾	D	$45.26	19,281⁽⁸⁾	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. On June 1, 2015, 801 shares that were acquired pursuant to an award of restricted stock units on June 1, 2012 vested and were released to the reporting person. Of these 801 shares, 200 were withheld to pay a resulting tax liability.

2. Includes a total of 3,694 unvested shares that were acquired pursuant to previously granted restricted stock units awards.

3. Shares were acquired pursuant to a grant of restricted stock units under the Garmin Ltd. Non-Employee Directors' Equity Incentive Plan. The award vests in three equal annual installments beginning on June 5, 2016.

4. Includes (a) the 3,002 unvested shares that were acquired pursuant to the grant of the restricted stock units award described in footnote 3, and (b) a total of 3,694 additional unvested shares that were acquired pursuant to previously granted restricted stock units awards.

5. On June 6, 2015, 594 shares that were acquired pursuant to an award of restricted stock units on June 6, 2014 vested and were released to the reporting person. Of these 594 shares, 148 were withheld to pay a resulting tax liability.

6. Includes (a) the 3,002 unvested shares that were acquired pursuant to the grant of the restricted stock unit award described in footnote 3, and (b) a total of 3,100 additional unvested shares that were acquired pursuant to previously granted restricted stock units awards.

7. On June 7, 2015, 957 shares that were acquired pursuant to an award of restricted stock units on June 7, 2013 vested and were released to the reporting person. Of these 957 shares, 239 were withheld to pay a resulting tax liability.

8. Includes (a) the 3,002 unvested shares that were acquired pursuant to the grant of the restricted stock unit award described in footnote 3, and (b) a total of 2,143 additional unvested shares that were acquired pursuant to previously granted restricted stock units awards.

Remarks:

	By Andrew R. Etkind, Attorney-in-Fact	06/09/2015
	** 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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