SEC Form 4 · accession 0001127602-19-007608
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
Feb 21, 2019
Accepted (ET)
Feb 22, 2019 · 9:52 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 | Feb 21, 2019 | M | 9,263 | $49.07 | A | 141,883 | D | |
| Registered SharesF1,F3,F2 | Feb 21, 2019 | F | 6,580 | $83.06 | D | 135,303 | D | |
| Registered SharesF1,F2,F4 | Feb 21, 2019 | S | 2,683 | $82.3795 | D | 132,620 | 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 Appreciation RightF1,F5 | $49.07 | Feb 21, 2019 | M | 9,263 | D | — | Dec 10, 2023 | Registered Shares | 9,263 | 29,229 | D |
Explanation of responses
- F1Pursuant to a Rule 10b5-1 stock trading plan adopted by the reporting person on March 5, 2018.
- F2Includes 49,038 unvested shares acquired pursuant to previously granted restricted stock unit awards and 153 shares acquired by the reporting person in December 2018 under the Garmin Ltd. Employee Stock Purchase Plan.
- F3Consists of (i) 5,472 shares withheld to cover the exercise price of the stock appreciation rights and (ii) 1,108 shares withheld to pay the resulting tax liability.
- F4This transaction was executed in multiple trades at prices ranging from $81.26 to $83.17. 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.
- F5The stock appreciation right vested in five equal annual installments beginning on December 10, 2013.