FORM 4 - Garmin

FORM 4
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
1. Name and Address of Reporting Person*
Donald Hubert Eller
3111 Bel Air Drive, No. 18G
Las Vegas NV 89109
1. Title of Security
(Instr. 3)
2.
Transaction
Date
(mm/dd/yy)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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
2. Issuer Name and Ticker or Trading Symbol
Garmin Ltd [GRMN]
5. Relationship of Reporting Person(s) to Issuer (check all applicable)
_X_ Director ___ 10% Owner
___ Officer (give title below) ___ Other (specify below)
3. Date of Earliest Transaction Required to be Reported
(Month/Day/Year)
12/16/2004
4. If amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More Than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2A. Deemed
Execution
Date, if any
(mm/dd/yy)
3. Transaction
Code
(Instr. 8)
Common Shares 12/16/2004 J (1) (2)
(3) (4)
Code V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, & 5)
Amount (A)
or
(D)
Price
5. Amount of
Securities
Beneficially
Owned Following
Reported
Transaction(s)
(Instr. 3, & 4)
6.
Ownership
Form:
Direct (D)
or Indirect (I)
(Instr. 4)
160,565 D (1) (2) (3) (4) 1,442,619 (5) D
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).
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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7. Nature of Indirect Beneficial
Ownership
(Instr. 4)
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Form 4 (cont.)
Name and Address of Reporting Person
Donald Hubert Eller
3111 Bel Air Drive, No. 18G
Las Vegas NV 89109
1. Title of
Derivative
Security
(Instr. 3)
Variable
prepaid
forward
contract (put
equivalent
position)
Variable
prepaid
forward
contact (put
equivalent
position)
2. Con-
version or
Exercise
Price of
Derivative
Security
(1) (2) (3)
(4)
3. Trans-
action Date
(mm/dd/yy)
Issuer Name and Ticker or Trading Symbol
Garmin Ltd [GRMN]
Period Of Report
12/16/2004
Table II -Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
3A. Deemed
Execution
Date, if any
(mm/dd/yy)
4. Trans-
action
Code
(Instr. 8)
12/16/2004 J (1)
(2)
(3) (4)
(6) (7) (8) 12/16/2004 J (6)
(7) (8)
5. No. of Derivative
Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4, & 5)
Code V (A) (D)
6. Date Exercisable and
Expiration Date
(mm/dd/yy)
Date Exer-
cisable
200,000 (1) (2) (3)
(4)
Expiration
Date
(1) (2) (3)
(4)
7. Title and Amount of
Underlying Securities
(Instr. 3 & 4)
Title Amount or
Number of
Shares
Common
Shares
200,000 (6) (7) (8) (6) (7) (8) Common
Shares
8. Price of
Derivative
Security
(Instr. 5)
200,000 (1) (2)
(3) (4)
9. No. of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 3, &
4)
10.
Ownership
Form of
Derivative
Securities:
Direct (D)
or Indirect (I)
(Instr. 4)
0 D
200,000 (6) (7) (8) 200,000 D
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Explanation of Responses:
(1) - On December 16, 2004, the reporting person settled his obligation to deliver common shares of the issuer (Common Shares) or an equivalent amount of cash (if elected by him) pursuant to a prepaid variable forward
contract entered into on or about January 10, 2002 with an unaffiliated third party buyer. The contract obligated the reporting person to deliver to the buyer a minimum of 153,847 Common Shares and up to a maximum of
200,000 Common Shares (or an equivalent amount of cash) on the maturity date of the contract (January 10, 2005 or such earlier date as the parties determined). In exchange for assuming this obligation, the reporting person
received a cash payment of $3,325,466.19 as of the date of entering into the contract. The reporting person pledged 200,000 Common Shares to secure his obligations under the contract, and retained voting rights in the
pledged shares during the period of the pledge.
(2) - The contract provided that the number of shares (or equivalent amount of cash) deliverable by the reporting person on the maturity date would be determined as set forth in footnote (3) below, on the basis of share prices of
the Common Shares that were subject to adjustment for events specified in the contract.
(3) - (a) If the maturity date closing price (the Settlement Price) were less than or equal to $20.1886 (the Initial Share Price) the reporting person would deliver to the buyer 200,000 Common Shares;
(b) If the Settlement Price were between the Initial Share Price and $26.2452 (the Cap Price), the reporting person would deliver to the buyer a number of shares determined by multiplying 200,000 by the Initial Share Price, and
dividing the resulting number by the Settlement Price; and
(c) If the Settlement Price were greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting
person being allowed to retain (from the 200,000 shares potentially deliverable) shares having a value equal to $1,211,320 plus 17% of an amount determined by multiplying 200,000 by the difference between the Settlement
Price and the Cap Price.
(4) - The parties agreed to a maturity date of December 16, 2004. The Settlement Price of the Common Shares was $56.90. Accordingly, on December 16, 2004, the reporting person settled his obligation by delivering to the
buyer 160,565 Common Shares, having a value of $9,136,176.23, and retaining ownership of the remaining 39,435 pledged shares.
(5) - Includes (a) 200,000 shares subject to a prepaid variable forward contract described in a Form 4 filed by the reporting person dated November 22, 2002 and (b) 200,000 shares subject to a prepaid variable forward
contract described in footnotes 6, 7 and 8 to this Form 4.
(6) - On December 16, 2004, the reporting person entered into a prepaid variable forward contract with an unaffiliated third party buyer pursuant to a master agreement dated December 16, 2004. The new contract obligates the
reporting person to deliver to the buyer up to 200,000 Common Shares or an equivalent amount of cash (if elected by him) on the maturity date of the contract (December 17, 2007, or such earlier date as the parties determine).
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Form 4 (cont.)
Name and Address of Reporting Person
Donald Hubert Eller
3111 Bel Air Drive, No. 18G
Las Vegas NV 89109
Issuer Name and Ticker or Trading Symbol
Garmin Ltd [GRMN]
Period Of Report
12/16/2004
Explanation of Responses (cont.)
In exchange for assuming this obligation, the reporting person received a cash payment of $9,124,960 as of the date of entering into the contract. The reporting person pledged 200,000 Common Shares (Pledged Shares) to
secure his obligations under the master agreement, and retained dividend and voting rights in the Pledged Shares during the period of the pledge.
(7) - The number of shares to be delivered to the buyer on the maturity date is to be determined as set forth in footnote (8) below, on the basis of prices of the Common Shares that are subject to adjustment for certain dividends
paid to the reporting person and other events specified in the Master Agreement.
(8) - (a) If the maturity date closing price (New Settlement Price) is less than or equal to $55.64 (the New Initial Share Price, which is the price on the date of entering into the contract), the reporting person will deliver to the
buyer the entire amount of Pledged Shares;
(b) If the New Settlement Price is between the New Initial Share Price and $77.90 (the New Cap Price), the reporting person will deliver to the buyer a number of shares determined by multiplying the number of Pledged Shares
by the New Initial Share Price, and dividing the resulting number by the New Settlement Price;
(c) If the New Settlement Price is greater than the Cap Price, the reporting person would deliver to the buyer a number of shares determined by reference to a formula specified in the contract that would result in the reporting
person being obligated to deliver fewer than the number of Pledged Shares.
By: /s/ Donald H. Eller
**Signature of Reporting Person
**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.
12/20/2004
Date
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