SEC Form 4 · accession 0001127602-19-002104
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Bernstein
Officer — CFO & CAO
Period of report
Jan 14, 2019
Accepted (ET)
Jan 16, 2019 · 2:44 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 | Jan 14, 2019 | A | 11,977 | $0.00 | A | 50,393 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1,F4,F5 | Jan 14, 2019 | F | 4,713 | $52.20 | D | 45,680 | 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 restricted stock units ("MTE RSUs") made pursuant to the Carnival Corporation 2011 Stock Plan. Award of RSUs represent a hypothetical interest in Carnival Corporation common stock. The restriction on the MTE RSUs lapse on the second anniversary of the grant date. The MTE RSUs will accumulate dividend equivalents and may only be settled in shares.
- F3The grant was approved by the Compensation Committee as a total value to be received in the form of MTE RSUs. The Compensation Committee also approved that the number of MTE RSUs were determined by dividing the value by the closing price on date of grant.
- F4Represents a surrender of shares to satisfy a tax obligation on the vesting of the MTE RSUs.
- F5Includes shares acquired pursuant to the dividend reinvestment feature of the reporting person's brokerage account.