SEC Form 4 · accession 0001127602-18-006296
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Bernstein
Officer — CFO & CAO
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 2:57 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 | Feb 13, 2018 | A | 15,174 | $0.00 | A | 43,775 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1 | Feb 13, 2018 | S | 5,999 | $68.7349 | D | 37,776 | 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.
- F2Vesting of performance-based restricted stock units ("Performance RSUs") granted on April 14, 2015 pursuant to the Carnival Corporation 2011 Stock Plan. Each Performance RSU represents one share of Carnival Corporation common stock.
- F3The 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 and exchange rate impact, 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.
- F4Represents a sale of shares to satisfy the tax obligation on the release of vested Performance RSUs.