SEC Form 4 · accession 0001127602-17-006844
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Olaf Thamm
Officer — CEO - Costa Crociere
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 2:51 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 |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF2 | Feb 15, 2017 | A | 25,614 | $0.00 | A | 121,080 | D | |
| Ordinary SharesF3,F4 | Feb 15, 2017 | S | 12,846 | $54.3537 | D | 108,234 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Vesting of performance-based restricted stock units ("Performance RSUs") granted on April 16, 2014 pursuant to the Carnival plc 2005 Employee Share Plan. Each Performance RSU represents one share of Carnival plc ordinary shares.
- F2The reporting person was eligible to earn from 0-200% of the stated target amount of Performance RSUs to the extent that Carnival Corporation & plc's annual earnings before interest and taxes, as adjusted for certain fuel price changes for each of the three fiscal years in the 2014-2016 performance cycle and return on invested capital at the end of the three year performance cycle exceed specified performance goals, as modified at the end of the three year performance cycle for Carnival Corporation & plc's total shareholder return rank relative to peers. This includes shares from the settlement of dividend equivalents accumulated during the Performance RSU restricted period.
- F3Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.
- F4The transaction was conducted in British Pounds. The sale price of GBP43.5862 was converted into US$ at the February 15, 2017 conversion rate of GBP1 = USD1.247. This 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.