Sec Form 4 Filing - Pokorny Brian James @ GARMIN LTD - 2012-12-28

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) 12/28/2012 (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 12/28/2012 S 272 ( 1 ) D $ 40.54 9,776 ( 2 ) 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

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 01/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 27, 2012 the reporting person acquired 272 shares under the issuer's employee stock purchase plan. The reporting person sold these shares on December 28, 2012. ( 2 )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).

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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