| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD [ GRMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Registered Shares | 8,766(1) | D | ||||||||
| Registered Shares | 06/13/2024 | G | 59,400 | D | $0 | 139,000 | I | By GRATs(2) | ||
| Registered Shares | 131,600 | I | By trust | |||||||
| Registered Shares | 06/13/2024 | G | 800,000 | A | $0 | 6,253,197 | I | By GRATs(3) | ||
| Registered Shares | 06/13/2024 | G | 813,950 | D | $0 | 5,439,247 | I | By GRATs(3) | ||
| Registered Shares | 9,223,049 | I | By CLATs(4) | |||||||
| Registered Shares | 394,478 | I | By LLCs(5) | |||||||
| Registered Shares | 06/13/2024 | G | 800,000 | D | $0 | 1,598,350 | I | By trust(6) | ||
| Registered Shares | 06/13/2024 | G | 271,316 | A | $0 | 910,350 | I | By trust(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Consists of (a) 7,676 Registered Shares, and (b) unvested restricted stock units (RSUs) awarded to the reporting person under the Garmin Ltd. Non-Employee Directors' Equity Incentive Plan that can be settled only in Registered Shares, which RSUs vest as to 1,090 shares on June 7, 2025. |
| 2. The reporting person is a co-trustee of multiple grantor retained annuity trusts (GRATs) established by him, and his children hold the remainder interests therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 3. The reporting person is a co-trustee of several grantor retained annuity trusts (GRATs) established by his mother, and he holds a remainder interest therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. The reporting person is a co-trustee of several charitable lead annuity trusts (CLATs) and holds a remainder interest therein. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 5. The reporting person is the manager of several limited liability companies that are wholly-owned by a GRAT remainder trust established for the reporting person's benefit. |
| 6. The reporting person is a co-trustee of his mother's revocable trust and is his mother's attorney-in-fact, and also holds a remainder interest in the securities held in such trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 7. The reporting person is a co-trustee of a GRAT remainder trust established for his benefit. |
| /s/Jonathan Burrell | 06/13/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||