SEC Form 4 · accession 0001140361-15-004695
ROYAL CARIBBEAN CRUISES LTD · RCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Fain
Officer — Chairman & CEO · Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 9, 2015 · 6:34 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000884887
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 6, 2015 | A | 35,176 | $0.00 | A | 1,166,571 | D | |
| Common StockF3,F2 | Feb 6, 2015 | A | 45,924 | $0.00 | A | 1,212,495 | D | |
| Common Stock | Feb 6, 2015 | M | 14,606 | $47.925 | A | 1,227,101 | D | |
| Common StockF4,F5 | holding | — | — | — | 421,412 | I | See Footnotes | |
| Common StockF5,F6,F7 | holding | — | — | — | 5,500 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8 | $47.925 | Feb 6, 2015 | M | 14,606 | D | — | Feb 10, 2015 | Common Stock | 14,606 | 0 | D |
Explanation of responses
- F1Represents shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan. In accordance with our vesting into retirement policy, award vests in one installment on the first anniversary of the grant date but will be subject to restrictions on transferability which will lift with respect to one-quarter of the underlying shares on each of the first, second, third and fourth anniversary of the grant date.
- F2Granted in consideration for service as an officer of the issuer.
- F3Represents shares of common stock underlying performance shares granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan. The target award was authorized by the Board of Directors on February 5, 2014. The actual number of shares underlying the award was determined by the Compensation Committee on February 6, 2015 based on the Company's Return on Invested Capital for the year ended December 31, 2014. In accordance with our vesting into retirement policy, the award vested in one installment on February 6, 2015 but is subject to restrictions on transferability which will lift on February 5, 2017.
- F4Shares owned by Monument Capital Corporation as nominee for various trusts primarily for the benefit of certain members of the Fain family.
- F5The reporting person disclaims beneficial ownership of some or all of these shares.
- F6Shares owned by The Montana Trust primarily for the benefit of certain members of the Fain family.
- F7This form does not include 121,300 shares owned by other trusts for the benefit of members of the Fain family in which Mr. Fain does not have any beneficial or pecuniary interest nor shares directly or indirectly owned by Mr. Fain's adult children.
- F8Immediately.