Statement of Changes in Beneficial Ownership (4)
2022年12月20日 - 6:08AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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PEMBLE CLIFTON A |
2. Issuer Name and Ticker or Trading Symbol
GARMIN LTD
[
GRMN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
1200 E. 151ST ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2022 |
(Street)
OLATHE, KS 66062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Registered Shares | 12/15/2022 | | F | | 5483 (1) | D | $92.72 | 120181 (2) | D | |
Registered Shares | 12/15/2022 | | A | | 20052 (3) | A | $0 | 140233 (4) | D | |
Registered Shares | 12/16/2022 | | S | | 6733 (5)(6) | D | $91.2858 | 133500 (4) | D | |
Registered Shares | 12/16/2022 | | S | | 142 (5) | D | $91.96 | 133358 (4) | D | |
Registered Shares | | | | | | | | 255 | I | By Child |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | On December 15, 2022, 12,358 shares that were acquired pursuant to previously granted restricted stock unit awards vested and were released to the reporting person. Of those 12,358 shares, 5,483 shares were withheld to pay the resulting tax liability. |
(2) | Includes 30,982 unvested shares acquired pursuant to previously granted restricted stock unit awards. |
(3) | On December 15, 2022 the reporting person received a grant of 20,052 restricted stock units, which vest in three equal annual installments, beginning on December 15, 2023. |
(4) | Includes 51,034 unvested shares acquired pursuant to the December 15, 2022 restricted stock unit award and previously granted restricted stock unit awards. |
(5) | Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 4, 2022 |
(6) | This transaction was executed in multiple trades at prices ranging from $90.94 to $91.93. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Garmin Ltd. or a security holder of Garmin Ltd. full information regarding the number of shares sold at each separate price within the range. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PEMBLE CLIFTON A 1200 E. 151ST ST. OLATHE, KS 66062 | X |
| President and CEO |
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Signatures
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/s/ Paul E. Cassat, Attorney-in-Fact | | 12/19/2022 |
**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 control number. |
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