SEC Form 4 · accession 0001567619-19-004447
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 12, 2019
Accepted (ET)
Feb 14, 2019 · 4:41 pm 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 12, 2019 | A | 106,052 | $0.00 | A | 948,589 | D | |
| Common StockF3,F4 | Feb 12, 2019 | F | 40,602 | $116.08 | D | 907,987 | D | |
| Common StockF5,F2 | Feb 13, 2019 | A | 18,526 | $0.00 | A | 926,513 | D | |
| Common StockF6,F7 | Feb 13, 2019 | F | 5,874 | $118.08 | D | 920,639 | D | |
| Common StockF8,F9 | holding | — | — | — | 210,706 | I | See Footnotes | |
| Common StockF9,F10,F11 | holding | — | — | — | 24,400 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock underlying performance shares granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended. The target award was authorized by the Compensation Committee on 02/09/2016. The actual number of shares underlying the award was determined by the Compensation Committee on 02/12/2019. The award vested in one installment on 02/12/2019.
- F10Shares owned by The Montana Trust primarily for the benefit of certain members of the Fain family.
- F11This form does not include 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.
- F2Granted in consideration for service as an officer of the issuer.
- F3Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of shares underlying certain performance shares on 02/12/2019.
- F4Represents the average of the high and low prices for the issuer's common stock on the NYSE on 2/12/2019.
- F5Represents shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan. Award vests in four equal annual installments commencing on the first anniversary of the grant date.
- F6Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of shares underlying certain restricted stock units on 2/13/2019.
- F7Represents the average of the high and low prices for the issuer's common stock on the NYSE on 2/13/2019.
- F8Shares owned by Monument Capital Corporation as nominee for various trusts primarily for the benefit of certain members of the Fain family.
- F9The reporting person disclaims beneficial ownership of some or all of these shares.