Sec Form 4 Filing - Biddlecombe Sean @ GARMIN LTD - 2012-12-20

Insider filing report for Changes in Beneficial Ownership
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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
Biddlecombe Sean
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)
Managing Director EMEA
(Last) (First) (Middle)
LIBERTY HOUSE, HOUNSDOWN BUSINESS PARK
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2012
(Street)
SOUTHAMPTON, X0SO409LR
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 12/20/2012 M 3,618 A $ 27.27 13,723 ( 1 ) D
Registered Shares 12/20/2012 M 5,400 A $ 19.94 19,123 ( 1 ) D
Registered Shares 12/20/2012 S 9,018 D $ 41.737 ( 2 ) 10,105 ( 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 12/20/2012 M 3,618 ( 3 ) 12/23/2013 Registered Shares 3,618 $ 0 0 D
Employee stock option (right to buy) $ 19.94 12/20/2012 M 5,400 ( 4 ) 09/23/2014 Registered Shares 5,400 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Biddlecombe Sean
LIBERTY HOUSE
HOUNSDOWN BUSINESS PARK
SOUTHAMPTON, X0SO409LR
Managing Director EMEA
Signatures
Joshua H. Maxfield, Attorney-in-Fact 12/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (a) 750 unvested shares acquired pursuant to a grant of 3,750 restricted stock units in December 2008 (the award vests in five equal annual installments), (b) 632 unvested shares acquired pursuant to a grant of 1,580 restricted stock units in December 2009 (the award vests in five equal annual installments), (c) 999 unvested shares that were acquired pursuant to a grant of 1,665 restricted stock units in December 2010 (the award vests in five equal annual installments), (d) 1,072 unvested shares that were acquired pursuant to a grant of 1,340 restricted stock units in December 2011 (the award vests in five equal annual installments), and (e) 1,281 unvested shares that were acquired pursuant to a grant of 1,281 restricted stock units in December 2012 (the award vests in three equal annual instalmments).
( 2 )This is a weighted average price. The Registered Shares were sold in separate transactions on the same day at prices ranging from $41.71 to $41.80 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 )The stock option vested in five equal annual installments beginning on December 23, 2004.
( 4 )The stock option vested in five equal annual installments beginning on September 23, 2005.

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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