SEC Form 4 · accession 0001127602-16-065072
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arnold W Donald
Officer — President & CEO · Director
Period of report
Oct 18, 2016
Accepted (ET)
Oct 20, 2016 · 2:01 pm EDT
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 | Oct 18, 2016 | A | 432,518 | $0.00 | A | 609,597 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1,F5,F6 | Oct 18, 2016 | S | 91,813 | $46.6725 | D | 517,784 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1 | holding | — | — | — | 14,556 | I | By The Arnold W. Donald Revocable Trust Uad 5/26/98 |
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 October 14, 2013 pursuant to the Carnival Corporation 2011 Stock Plan and the Reporting Person's Employment Agreement. Each Performance RSU represents one share of Carnival Corporation common stock. The Performance RSU's will vest 50% as of October 18, 2016 and 50% as of October 14, 2017.
- F3The reporting person was eligible to earn from 0-5 times the stated target amount of Performance RSUs to the extent that the compound annual growth rate of Carnival Corporation & plc's total shareholder return over a three year performance cycle exceeded specified performance goals.
- F4Includes shares acquired pursuant to the purchase under, or the dividend reinvestment feature of, the reporting person's brokerage account or the Carnival Corporation Employee Stock Purchase Plan.
- F5Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.
- F6This transaction was executed in multiple trades at prices ranging from $46.510 to $46.990. The price reported above reflects the weighted 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.