Sec Form 4 Filing - Pokorny Brian James @ GARMIN LTD - 2012-12-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pokorny Brian James 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 (Last) (First) (Middle) 1200 EAST 151ST STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2012 (Street) OLATHE, KS66062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pokorny Brian James 1200 EAST 151ST STREET OLATHE, KS66062 Vice President - Operations Signatures Joshua H. Maxfield, Attorney-in-Fact 12/19/2012 Signature of Reporting Person Date

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 install ments), (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 toprovide 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 toprovide 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.

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).

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