SEC Form 4 · accession 0001121788-17-000029
GARMIN LTD · GRMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clifton A Pemble
Officer — President and CEO · Director
Period of report
Nov 13, 2017
Accepted (ET)
Nov 15, 2017 · 10:56 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001121788
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Registered SharesF1,F2 | Nov 10, 2017 | G | 1,799 | $0.00 | D | 111,402 | D | |
| Registered SharesF3,F2 | Nov 13, 2017 | M | 25,000 | $50.97 | A | 136,402 | D | |
| Registered SharesF3,F4,F2 | Nov 13, 2017 | F | 22,587 | $60.83 | D | 113,815 | D | |
| Registered SharesF3,F5,F2 | Nov 13, 2017 | S | 2,413 | $60.30 | D | 111,402 | D | |
| Registered Shares | holding | — | — | — | 255 | I | By Child |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock-settled stock appreciation rightF3,F6 | $50.97 | Nov 13, 2017 | M | 25,000 | D | — | Jun 6, 2018 | Registered Shares | 25,000 | 0 | D |
Explanation of responses
- F1On November 10, 2017, the reporting person gifted 1,799 shares to a charitable organization.
- F2Includes 45,356 unvested shares acquired pursuant to previously granted restricted stock units awards.
- F3Pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2017.
- F4Consists of (i) 20,948 shares withheld to cover the exercise price of the stock appreciation rights and (ii) 1,639 shares withheld to pay the resulting tax liability.
- F5This transaction was executed in multiple trades at prices ranging from $60.07 to $60.50. 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.
- F6The stock appreciation right vested in five equal annual installments commencing on June 6, 2009.