SEC Form 4 · accession 0001127602-19-007077
CARNIVAL PLC · CUK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stein Kruse
Officer — CEO, Holland America Group
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 2:15 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 15, 2019 | A | 32,163 | $0.00 | A | 92,198 | D | |
| Trust Shares (beneficial Interest In Special Voting Share)F1,F4 | Feb 15, 2019 | S | 32,163 | $57.0837 | D | 60,035 | D | |
| Ordinary Shares | holding | — | — | — | 4,240 | 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 (f/k/a 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 ("PBS RSUs") granted on April 13, 2016 pursuant to the Carnival Corporation 2011 Stock Plan. Each PBS 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 PBS RSUs to the extent that Carnival Corporation & plc's annual operating income, as adjusted for certain fuel price changes and currency exchange rate impact for each of the three fiscal years in the 2016-2018 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 PBS RSU restricted period.
- F4Includes shares acquired pursuant to the purchase under, or the dividend reinvestment feature of, the Carnival Corporation Employee Stock Purchase Plan.