SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARISON MICKY MEIR

(Last) (First) (Middle)
CARNIVAL CORPORATION
3655 NW 87TH AVE

(Street)
MIAMI FL 33178

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/07/2013 M(1) 120,000 A $34.45 235,200 D
Common Stock 08/07/2013 F(1) 115,200 D $37(2) 120,000 D
Common Stock 08/07/2013 G V 120,000 D $0 0 D
Common Stock 08/07/2013 G V 120,000 A $0 3,549,247 I By Nickel 2003 Revocable Trust
Common Stock 107,140,843 I By Various Trusts(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $34.45 08/07/2013 M 120,000 (4) 10/13/2013 Common Stock 120,000 $0 0 D
Explanation of Responses:
1. The transactions reported in this Form 4 reflect the exercise of options to purchase 120,000 shares of Carnival Corporation common stock by Mr. Arison on August 7, 2013. The options had been granted to Mr. Arison pursuant to the Amended and Restated Carnival Corporation 2002 Stock Plan in October 2003. The options were due to expire on October 13, 2013. The purchase price of each share of common stock (which includes each paired Trust Share) was $34.45. In accordance with Rule 16b-3(e), Mr. Arison surrendered 115,200 shares of Carnival common stock, each paired with one Trust Share, to pay the purchase price and applicable withholding taxes.
2. Determined in accordance with the terms of the Amended and Restated Carnival Corporation 2002 Stock Plan, and represents the closing price of shares of Carnival Corporation common stock on August 7, 2013.
3. Includes (i) 100,638,843 shares of common stock held by MA 1994 B Shares, L.P.; (ii) 538,393 shares of common stock held by the Nickel 97-07 Trust; (iii) 1,795,151 shares of common stock held by the Nickel 2008-2 GRAT; (iv) 687,498 shares of common stock held by the Nickel 2009 GRAT; (v) 480,958 shares of common stock held by the Nickel 2010 GRAT; and (vi) 3,000,000 shares of common stock held by the Nickel 97A-B Trust.
4. The options vested 20% per year over 5 years beginning on the first anniversary of the grant date.
/s/ Micky Arison 08/09/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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