UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

	Garmin Ltd.
	(Name of Issuer)
	Registered Shares
	(Title of Class of Securities)
	H2906T 109
	(CUSIP Number)
	December 31, 2014
	(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. G37260 10 9

Page 2 of 11 pages

 

1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Min H. Kao
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization	USA

Number of	5	Sole Voting Power	9,161,654*
Shares
Beneficially	6	Shared Voting Power	24,443,568*
Owned by
Each	7	Sole Dispositive Power	9,161,654*
Reporting
Person	8	Shared Dispositive Power	24,443,568*
With

9	Aggregate Amount Beneficially Owned by Each Reporting Person	33,605,222*
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	x
11	Percent of Class Represented by Amount in Row (9)	17.52%
12	Type of Reporting Person	IN

______________

*

As described in Item 4 below, the number of shares reported excludes 5,207,824 Registered Shares held by the Yu-Fan C. Kao Revocable Trust 9/28/95, over which Registered Shares Min H. Kao’s spouse has sole voting and dispositive power. Min H. Kao disclaims beneficial ownership of these 5,207,824 Registered Shares and nothing herein shall be construed as an admission that Min H. Kao is the beneficial owner of such Registered Shares.

 

 

CUSIP No. H2906T 109

Page 3 of 11 pages

 

1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Yu-Fan C. Kao
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization	USA

Number of	5	Sole Voting Power	5,207,824*
Shares
Beneficially	6	Shared Voting Power	24,443,568*
Owned by
Each	7	Sole Dispositive Power	5,207,824*
Reporting
Person	8	Shared Dispositive Power	24,443,568*
With

9	Aggregate Amount Beneficially Owned by Each Reporting Person	29,651,392*
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	x
11	Percent of Class Represented by Amount in Row (9)	15.46%
12	Type of Reporting Person	IN

______________

*

As described in Item 4 below, the number of shares reported excludes 9,161,654 Registered Shares held by the Min-Hwan Kao Revocable Trust 9/28/95, over which Registered Shares Yu-Fan C. Kao’s spouse has sole voting and dispositive power. Yu-Fan C. Kao disclaims beneficial ownership of these 9,161,654 Registered Shares.

 

 

CUSIP No. H2906T 109

Page 4 of 11 pages

 

1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Jennifer Kao
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization	USA

 

Number of	5	Sole Voting Power	0
Shares
Beneficially	6	Shared Voting Power	12,221,784
Owned by
Each	7	Sole Dispositive Power	0
Reporting
Person	8	Shared Dispositive Power	12,221,784
With

9	Aggregate Amount Beneficially Owned by Each Reporting Person	12,221,784
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9)	6.37%
12	Type of Reporting Person	IN

 

 

CUSIP No. H2906T 109

Page 5 of 11 pages

 

1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Kenneth Kao
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization	USA

  

Number of	5	Sole Voting Power	0
Shares
Beneficially	6	Shared Voting Power	12,221,784
Owned by
Each	7	Sole Dispositive Power	0
Reporting
Person	8	Shared Dispositive Power	12,221,784
With

9	Aggregate Amount Beneficially Owned by Each Reporting Person	12,221,784
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11	Percent of Class Represented by Amount in Row (9)	6.37%
12	Type of Reporting Person	IN

 

 

 

CUSIP No. H2906T 109

Page 6 of 11 pages

 

Item 1(a)        Name of Issuer: Garmin Ltd.

 

Item 1(b)        Address of Issuer's Principal Executive Offices: Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland

 

Item 2(a)        Name of Person Filing: (i)   Min H. Kao

(ii)   Yu-Fan C. Kao

(iii)   Jennifer Kao

(iv)   Kenneth Kao

 

Item 2(b)        Address of Principal Business Office or, if none, Residence: 1200 East 151^st Street, Olathe, Kansas 66062 for each person listed in 2(a)(i) - (iv)

 

Item 2(c)        Citizenship: USA for each person listed in 2(a)(i)-(iv)

 

Item 2(d)        Title of Class of Securities: Registered Shares

 

Item 2(e)        CUSIP Number: H2906T 109

 

Item 3.           If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b) ¨ Bank is defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

CUSIP No. H2906T 109

Page 7 of 11 pages

 

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

x Not applicable. (For each person listed in 2(a)(i)-(iv))

 

Item 4.

Ownership

 

(a)		Amount beneficially owned:
			Min H. Kao			33,605,222	(1)
			Yu-Fan C. Kao			29,651,392	(2)
			Jennifer Kao			12,221,784	(3)
			Kenneth Kao			12,221,784	(3)

 

(b)		Percent of class:
			Min H. Kao			17.52	%
			Yu-Fan C. Kao			15.46	%
			Jennifer Kao			6.37	%
			Kenneth Kao			6.37	%

(c)		Number of shares as to which the person has:
		(i)		sole power to vote or to direct the vote:
				Min H. Kao			9,161,654
				Yu-Fan C. Kao			5,207,824
				Jennifer Kao			0
				Kenneth Kao			0
		(ii)		shared power to vote or to direct the vote:
				Min H. Kao			24,443,568
				Yu-Fan C. Kao			24,443,568
				Jennifer Kao			12,221,784
				Kenneth Kao			12,221,784
		(iii)		sole power to dispose or to direct the disposition of:
				Min H. Kao			9,161,654
				Yu-Fan C. Kao			5,207,824
				Jennifer Kao			0
				Kenneth Kao			0
		(iv)		shared power to dispose or to direct the disposition of:
				Min H. Kao			24,443,568
				Yu-Fan C. Kao			24,443,568
				Jennifer Kao			12,221,784
				Kenneth Kao			12,221,784

 

 

CUSIP No. H2906T 109

Page 8 of 11 pages

 

(1)

Of the 33,605,222 Registered Shares, (i) 9,161,654 Registered Shares are held by the Min-Hwan Kao Revocable Trust 9/28/95, over which Registered Shares Min H. Kao has sole voting and dispositive power, and (ii) 24,443,568 Registered Shares are held by revocable trusts established by Jennifer Kao and Kenneth Kao, the children of Min H. Kao and Yu-Fan C. Kao, for which Min H. Kao and Yu-Fan C. Kao are co-trustees and together share voting and dispositive power with respect to those Registered Shares. In addition to the 33,605,222 Registered Shares reported, 5,207,824 Registered Shares are held by the Yu-Fan C. Kao Revocable Trust 9/28/95, over which Registered Shares Min H. Kao’s spouse has sole voting and dispositive power. Min H. Kao disclaims beneficial ownership of these 5,207,824 Registered Shares.

 

(2)

Of the 29,651,392 Registered Shares, (i) 5,207,824 Registered Shares are held by the Yu-Fan C. Kao Revocable Trust 9/28/95, over which Registered Shares Yu-Fan C. Kao has sole voting and dispositive power, and (ii) 24,443,568 Registered Shares are held by revocable trusts established by Jennifer Kao and Kenneth Kao, the children of Min H. Kao and Yu-Fan C. Kao, for which Min H. Kao and Yu-Fan C. Kao are co-trustees and together share voting and dispositive power with respect to those Registered Shares. In addition to the 29,651,392 Registered Shares reported, 9,161,654 Registered Shares are held by the Min-Hwan Kao Revocable Trust 9/28/95, over which Registered Shares Yu-Fan C. Kao’s spouse has sole voting and dispositive power. Yu-Fan C. Kao disclaims beneficial ownership of these 9,161,654 Registered Shares.

 

(3)

A revocable trust established by Jennifer Kao holds 12,221,784 Registered Shares and a revocable trust established by Kenneth Kao holds 12,221,784 Registered Shares. Min H. Kao and Yu-Fan C. Kao are co-trustees for each of these trusts and together share voting and dispositive power with respect to the Registered Shares held by those trusts. However, Jennifer Kao may be deemed the beneficial owner of the 12,221,784 Registered Shares held by the trust that she established because she has the power to revoke that trust, and Kenneth Kao may be deemed the beneficial owner of the 12,221,784 Registered Shares held by the trust that he established because he has the power to revoke that trust.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not Applicable

 

 

 

 

CUSIP No. H2906T 109

Page 9 of 11 pages

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

 

CUSIP No. H2906T 109

Page 10 of 11 pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:	February 3, 2015
By:	/s/ Min H. Kao
Name:	Min H. Kao
By:	/s/ Yu-Fan C. Kao
Name:	Yu-Fan C. Kao
By:	/s/ Min H. Kao		by Min H. Kao, attorney-in-fact
Name:	Jennifer Kao
By:	/s/ Min H. Kao		by Min H. Kao, attorney-in-fact
Name:	Kenneth Kao

 

Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among Min H. Kao, Yu-Fan C. Kao, Jennifer Kao and Kenneth Kao, this statement on Schedule 13G is filed on behalf of each of them.

 

 

CUSIP No. H2906T 109

Page 11 of 11 pages

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, on behalf of each of them.

 

	Dated:  February 3, 2015
MIN H. KAO
By:	/s/ Min H. Kao
Name:	Min H. Kao
YU-FAN C. KAO
By:	/s/ Yu-Fan C. Kao
Name:	Yu-Fan C. Kao
JENNIFER KAO
By:	/s/ Min H. Kao	by Min H. Kao, attorney-in-fact
Name:	Jennifer Kao
KENNETH KAO
By:	/s/ Min H. Kao	by Min H. Kao, attorney-in-fact
Name:	Kenneth Kao