SEC Form 4 · accession 0001127602-16-040602
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry R. Freedman
Officer — Chief Accounting Officer · Other
Period of report
Feb 9, 2016
Accepted (ET)
Feb 11, 2016 · 4:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001125259
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Trust Shares (beneficial Interest In Special Voting Share)F1,F3,F4 | Feb 9, 2016 | A | 1,463 | $0.00 | A | 28,233 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1,F5,F6 | Feb 9, 2016 | S | 407 | $40.79 | D | 27,826 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Voting Trust (the "Trust"). In connection with the dual listed company transaction between Carnival plc (fka P&O Princess Cruises plc) and Carnival Corporation (the "DLC Transaction"), Carnival plc issued one special voting share to the Trust and, following a series of transactions, the Trust Shares were distributed to holders of common stock of Carnival Corporation (the "Carnival Corporation Common Stock"). Since completion of the DLC Transaction on April 17, 2003, if Carnival Corporation issues Carnival Corporation Common Stock to a person, the Trust will issue an equivalent number of Trust Shares to such person. The Trust Shares are paired with shares of Carnival Corporation Common Stock and are represented by the same stock certificate. The Trust Shares represent a beneficial interest in the Carnival plc special voting share.
- F2Grant of performance-based restricted stock units ("Performance RSUs") granted on July 16, 2013 pursuant to the Carnival Corporation 2011 Stock Plan. Each Performance RSU represents one share of Carnival Corporation common stock.
- F3Reporting person was eligible to earn from 0-150% of his target amount of Performance RSUs to the extent that Carnival Corporation & plc's annual earnings before interest and taxes ("EBIT"), as adjusted for certain fuel price changes and Emission Control Areas related fuel expenses, for each of the three fiscal years in the 2013-2015 performance cycle exceeded specified performance goals, as modified at the end of the three year performance cycle for Carnival Corporation & plc's total shareholder return rank relative to peers.
- F4Includes shares from a settlement of dividend equivalents accumulated during the restricted period of a Performance RSU award originally granted in 2013, which has now vested.
- F5Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.
- F6This transaction was executed in multiple trades. The price reported reflects the average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.