UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
Carnival Corporation
Carnival plc
(Name of Issuer)
Common Stock, par value $0.01 per share, of Carnival Corporation
Special Voting Share of Carnival plc
Trust Shares (representing beneficial interests in the P&O Princess Special Voting Trust)
(Title of Class of Securities)
Common Stock: 143658 10 2 and 143658 30 0**
Special Voting Share: G7214F 12 2
Trust Shares: 143658 30 0**
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 24, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
** The Common Stock and the Trust Shares trade together under CUSIP Number 143658 30 0. See Items 1 and 4 of this Schedule 13D for additional information.
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 2 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TAMMS MANAGEMENT CORPORATION
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
32,439
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
32,439
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,439
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 3 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MA 1994 B SHARES, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
85,736,445
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
85,736,445
|
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,736,445
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 4 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MA 1994 B SHARES, INC.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
85,736,445
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
85,736,445
|
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,736,445
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 5 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICKY ARISON
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
90,657,667
|
|
8
|
SHARED VOTING POWER
37,580,930
|
|
|
9
|
SOLE DISPOSITIVE POWER
85,736,445
|
|
|
10
|
SHARED DISPOSITIVE POWER
42,502,152
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,238,597
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 6 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMD DELAWARE, INC.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,921,222
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,921,222
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 7 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES M. DUBIN
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,000
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,000
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,921,222
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,922,222
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 8 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARTSFARE 2005 TRUST No. 2
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
37,580,930
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,580,930
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 9 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENTINEL PROTECTOR, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
29,364,216
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
29,364,216
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,364,216
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 10 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUNTRUST DELAWARE TRUST COMPANY
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
38,180,930
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,180,930
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 11 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARTSFARE 2003 TRUST
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
900,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
932,439
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,439
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 12 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MBA I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
900,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
900,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 13 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN J. O’NEIL
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
29,364,216
|
|
8
|
SHARED VOTING POWER
-0-
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
29,364,216
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,364,216
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 14 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VERUS PROTECTOR, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
37,580,930
|
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
|
10
|
SHARED DISPOSITIVE POWER
37,580,930
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,580,930
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 15 of 22
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD L. KOHAN
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,000
|
|
8
|
SHARED VOTING POWER
37,581,930
|
|
|
9
|
SOLE DISPOSITIVE POWER
1,000
|
|
|
10
|
SHARED DISPOSITIVE POWER
37,581,930
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,582,930
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 16 of 22
|
|
|
The Schedule 13D relating to Carnival Corporation and Carnival plc is being filed by TAMMS Management Corporation (“TAMMS Corp.”), MA 1994 B Shares, L.P. (“B Shares, L.P.”), MA 1994 B Shares, Inc. (“B Shares, Inc.”), Micky Arison, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Sentinel Protector, LLC, SunTrust Delaware Trust Company, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil, Verus Protector, LLC and Richard L. Kohan (collectively, the “Reporting Persons”). This Amendment No. 20 is being filed because the number of Shares beneficially owned by the Reporting Persons has decreased by an amount in excess of one percent of the total number of Shares outstanding. This Schedule 13D is hereby amended as follows:
|
|
Item 1.
|
Security and Issuer
|
No material change.
|
Item 2.
|
Identity and Background
|
On December 31, 2014, Sentinel Protector, LLC replaced Knight Protector, Inc. as the protector of Eternity Four Trust.
Sentinel Protector, LLC is a Delaware LLC. John J. O’Neil is the sole member of Sentinel Protector, LLC. Its principal address is Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064.
Sentinel Protector, LLC has not:
|
|
—
|
during the last five years, been convicted in a criminal proceeding; or
|
|
|
—
|
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 2 is hereby further amended by deleting paragraphs relating to Knight Protector, Inc.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
No material change.
|
Item 4.
|
Purpose of Transaction
|
On January 2, 2014, Dozer Trust, a trust for the benefit of Michael Alan Arison, sold 50,000 Shares in a broker’s transaction.
On February 13, 2015, MA 1994 B Shares LP, an entity wholly owned by a trust for the benefit of Mr. Arison and his family, sold 10,000,000 Shares in a broker’s transaction.
On February 17, 2015, Nickel 2003 Revocable Trust, a trust for the benefit of Mr. Arison, delivered 33,024 Shares to Carnival Corporation to satisfy the tax obligation on the vesting of restricted stock granted in 2012.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended and restated in its entirety as follows:
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 17 of 22
|
All ownership percentages set forth herein assume that there are 592,688,153 Shares outstanding, representing the total number of shares reported by Carnival Corporation in its Annual Report on Form 10-K for the year ended November 30, 2014 filed with the SEC on January 29, 2015.
(a) and (b)(i)
(i) TAMMS Corp. may be deemed to beneficially own all of the 32,439 Shares (approximately 0.0% of the total number of Shares outstanding) it directly holds. TAMMS Corp. has sole voting and shared dispositive power with respect to such Shares.
(ii) B Shares, L.P. beneficially owns an aggregate of 85,736,445 Shares (approximately 14.5% of the total number of Shares outstanding), which it holds directly. B Shares, L.P. has sole voting and dispositive power with respect to all such Shares.
(iii) B Shares, Inc. beneficially owns an aggregate of 85,736,445 Shares (approximately 14.5% of the total number of Shares outstanding), by virtue of being the general partner of B Shares, L.P. B Shares, Inc. has sole voting and dispositive power with respect to all such Shares.
(iv) Micky Arison beneficially owns an aggregate of 128,238,597 Shares (approximately 21.6% of the total number of Shares outstanding), 3,238,210 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2003 Revocable Trust, 85,736,445 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 1994 “B” Trust, 37,580,930 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the last will of Ted Arison, dated July 8, 1999, and 1,683,012 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several trusts for the benefit of his children. Micky Arison has shared dispositive and voting power with respect to the 37,580,930 Shares held by the Artsfare 2005 Trust No. 2. Micky Arison has sole voting and dispositive power with respect to the 85,736,445 Shares indirectly held by the Nickel 1994 “B” Trust. Micky Arison has sole voting and shared dispositive power with respect to the 3,238,210 Shares held by the Nickel 2003 Revocable Trust and the 1,683,012 Shares held by trusts for the benefit of Mr. Arison’s children.
(v) JMD Delaware, Inc. beneficially owns an aggregate of 4,921,222 Shares (approximately 0.8% of the total number of Shares outstanding), by virtue of being the trustee of the Nickel 2003 Revocable Trust and the trustee of
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 18 of 22
|
various trusts for the benefit of Mr. Arison’s children. JMD Delaware, Inc. has shared dispositive power with respect to the 3,238,210 Shares held by the Nickel 2003 Revocable Trust and the 1,683,012 Shares held by trusts for the benefit of Mr. Arison’s children. Accordingly, JMD Delaware, Inc. may be deemed to beneficially own such Shares for which it expresses voting and/or dispositive power. JMD Delaware, Inc. disclaims beneficial ownership of all such Shares.
(vi) James M. Dubin beneficially owns an aggregate of 4,922,222 Shares (approximately 0.8% of the total number of Shares outstanding), 1,000 Shares of which he holds directly and 4,921,222 Shares with respect to which he has a beneficial interest by virtue of being the sole shareholder of JMD Delaware, Inc. Mr. Dubin has sole voting and dispositive power with respect to the 1,000 Shares he holds directly. Mr. Dubin has shared dispositive power with respect to the 3,238,210 Shares held by the Nickel 2003 Revocable Trust and the 1,683,012 Shares held by trusts for the benefit of Mr. Arison’s children. Accordingly, Mr. Dubin may be deemed to beneficially own such Shares for which he exercises voting and/or dispositive power. Mr. Dubin disclaims beneficial ownership of all such Shares, except for the 1,000 Shares he holds directly.
(vii) Artsfare 2005 Trust No. 2 beneficially owns the 37,580,930 Shares for which it exercises shared dispositive power (approximately 6.3% of the total number of Shares outstanding).
(viii) Sentinel Protector, LLC beneficially owns an aggregate of 29,364,216 Shares (approximately 5.0% of the total number of Shares outstanding), by virtue of being the protector of Eternity Four Trust. Sentinel Protector, LLC has shared dispositive power and sole voting power with respect to 29,364,216 Shares held by Eternity Four Trust.
(ix) SunTrust Delaware Trust Company beneficially owns 38,180,930 Shares (approximately 6.4% of the total number of Shares outstanding), by virtue of being the trustee of Artsfare 2005 Trust No. 2 and Dozer Trust. SunTrust Delaware Trust Company has shared dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No. 2 and the 600,000 Shares held by Dozer Trust. Accordingly, SunTrust Delaware Trust Company may be deemed to beneficially own such Shares. SunTrust Delaware Trust Company disclaims beneficial ownership of such Shares.
(x) Artsfare 2003 Trust beneficially owns an aggregate of 932,439 Shares (approximately 0.1% of the total number of Shares outstanding), 900,000 of which it holds beneficially by virtue of its interest in MBA I, L.P. and 32,439 of which it holds beneficially as sole stockholder of TAMMS Corp. Artsfare 2003 Trust has shared voting and dispositive power with respect to the 900,000 Shares held by MBA I, L.P. and exercises shared dispositive power over the 32,439 Shares held by TAMMS Corp.
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 19 of 22
|
(xi) MBA I, L.P. beneficially owns an aggregate of 900,000 Shares (approximately 0.1% of the total number of Shares outstanding), which Shares it holds directly. MBA I, L.P. has shared voting and dispositive power over all such Shares.
(xii) John J. O’Neil beneficially owns an aggregate of 29,364,216 Shares (approximately 5.0% of the total number of Shares outstanding) by virtue of being the sole member of Sentinel Protector, LLC. Mr. O’Neil has sole voting and shared dispositive power with respect to 29,364,216 Shares held by Eternity Four Trust. Accordingly, Mr. O’Neil may be deemed to beneficially own such Shares for which he exercises sole voting and shared dispositive power. Mr. O’Neil disclaims beneficial ownership of all such Shares.
(xiii) Verus Protector, LLC beneficially owns an aggregate of 37,580,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No. 2.
(xiv) Richard L. Kohan beneficially owns an aggregate of 37,582,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the sole member of Verus Protector, LLC, and owning 1,000 Shares indirectly and 1,000 Shares directly. Mr. Kohan has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No. 2. Mr. Kohan has shared voting and dispositive power with respect to the 1,000 Shares held by his wife and sole voting and dispositive power with respect to the 1,000 Shares he holds directly.
(xv) The Reporting Persons, as a group, beneficially own an aggregate of 159,138,252 Shares (approximately 26.9% of the total number of Shares outstanding). The Reporting Persons, as a group, have sole voting and dispositive power over all such Shares, except for Shares held by Eternity Four Trust over which The Northern Trust Company of Delaware exercises shared dispositive power with Sentinel Protector, LLC and John J. O'Neil, and except for Shares held by Dozer Trust, of which SunTrust Delaware Trust Company is the trustee, over which an Investment Direction Advisor exercises sole voting power and shared dispositive power.
(c) During the past 60 days (i) Dozer Trust, a trust for the benefit of Michael Alan Arison, sold 50,000 Shares in a broker’s transaction at a price of $45.76 per Share, (ii) MA 1994 B Shares LP, an entity wholly owned by a trust for the benefit of Micky Arison and his family members, sold 10,000,000 Shares in a broker’s transaction at a price of $43.37 per Share, and (iii) Nickel 2003 Revocable Trust, a trust for the benefit of Micky Arison, delivered 33,024 Shares to Carnival Corporation at a price of $43.33 to satisfy the tax obligation on the vesting of restricted stock granted in 2012. Except as set forth in this paragraph (c), to the best knowledge of each of the Reporting Persons, none of the persons named in response to this paragraph (a) has effected any transactions in the Shares during the past 60 days.
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 20 of 22
|
(d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by such Reporting Person.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is amended and supplemented as follows by incorporating by reference the information set forth in Item 4 above.
|
Item 7.
|
Material to be Filed as Exhibits
|
The following exhibits have been filed with this Schedule 13D/A.
|
Exhibit 45
|
Joint Filing Agreement, dated as of February 24, 2015, among TAMMS Management Corporation, MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Sentinel Protector, LLC, SunTrust Delaware Trust Company, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil, Verus Protector, LLC and Richard L. Kohan.
|
|
Exhibit 46
|
Power of Attorney, dated as of February 24, 2015.
|
The Power of Attorney filed for Verus Protector, LLC and Richard L. Kohan as an exhibit to Amendment No. 13 to Schedule 13D filed on July 16, 2012, the Power of Attorney filed for SunTrust Delaware Trust Company as an exhibit to the Form 4 for Artsfare 1992 Irrevocable Trust filed on January 31, 2005, the Power of Attorney filed for Artsfare 2005 Trust No. 2 as an exhibit to the Form 3 filed on December 22, 2005 and the Powers of Attorney filed for the other signatories hereto as an exhibit to Amendment No. 4 to Schedule 13D filed on February 23, 2004 are hereby incorporated herein by reference.
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 21 of 22
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 24, 2015
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
SUNTRUST DELAWARE TRUST COMPANY
ARTSFARE 2003 TRUST
MBA I, L.P.
VERUS PROTECTOR, LLC
RICHARD L. KOHAN
|
By:
|
John J. O’Neil, Attorney-in-Fact
|
|
|
/s/ John J. O’Neil
|
||
|
SENTINEL PROTECTOR, LLC
|
||
|
By:
|
John J. O’Neil, Authorized Signatory
|
|
|
/s/ John J. O’Neil
|
||
|
/s/ John J. O’Neil
|
||
|
John J. O’Neil
|
||
|
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0
|
SCHEDULE 13D
|
Page 22 of 22
|
INDEX TO EXHIBITS
Exhibits
EXHIBIT 45
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.
Date: February 24, 2015
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
SUNTRUST DELAWARE TRUST COMPANY
ARTSFARE 2003 TRUST
MBA I, L.P.
VERUS PROTECTOR, LLC
RICHARD L. KOHAN
|
By:
|
John J. O’Neil, Attorney-in-Fact
|
|
|
/s/ John J. O’Neil
|
||
|
SENTINEL PROTECTOR, LLC
|
||
|
By:
|
John J. O’Neil, Authorized Signatory
|
|
|
/s/ John J. O’Neil
|
||
|
/s/ John J. O’Neil
|
||
|
John J. O’Neil
|
||
EXHIBIT 46
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints Loretta A. Ippolito, signing singly, such party's true and lawful attorney-in-fact to:
|
|
1)
|
execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), including, without limitation, Schedule 13D, Form 13H and Form 3, Form 4 and Form 5 and successive forms thereto;
|
|
|
2)
|
do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and
|
|
|
3)
|
take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
|
Such party hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such party is not assuming, nor is Carnival Corporation or Carnival plc assuming, any of the undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party's holdings of and transactions in securities issued by Carnival Corporation or Carnival plc, unless earlier revoked by such party in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 24th day of February, 2015.
|
TAMMS MANAGEMENT CORPORATION
|
|||
|
By:
|
/s/ Maria V. Ginorio | ||
| Name: Maria V. Ginorio | |||
|
Title: Vice President
|
|||
|
MA 1994 B SHARES, L.P., MA 1994 B SHARES, INC., GENERAL PARTNER
|
|||
|
By:
|
/s/ John J. O’Neil | ||
| Name: John J. O’Neil | |||
| Title: Vice President | |||
|
MA 1994 B SHARES, INC.
|
|||
|
By:
|
/s/ John J. O’Neil | ||
| Name: John J. O’Neil | |||
| Title: Vice President | |||
|
MICKY ARISON
|
|||
|
By:
|
/s/ Micky Arison | ||
| Name: Micky Arison | |||
|
JMD DELAWARE, INC.
|
|||
|
By:
|
/s/ John J. O’Neil | ||
| Name: John J. O’Neil | |||
| Title: Vice President | |||
|
JAMES M. DUBIN
|
|||
|
By:
|
/s/ James M. Dubin | ||
| Name: James M. Dubin | |||
|
ARTSFARE 2005 TRUST NO. 2
|
|||
|
By:
|
/s/ Maria V. Ginorio | ||
| Name: Maria V. Ginorio | |||
| Title: Vice President, SunTrust Delaware Trust Company | |||
|
SENTINEL PROTECTOR, LLC
|
|||
|
By:
|
/s/ John J. O’Neil | ||
| Name: John J. O’Neil | |||
| Title: Authorized Signatory | |||
|
SUNTRUST DELAWARE TRUST COMPANY
|
|||
|
By:
|
/s/ Maria V. Ginorio | ||
| Name: Maria V. Ginorio | |||
| Title: Vice President | |||
|
ARTSFARE 2003 TRUST
|
|||
|
By:
|
/s/ Steven L. Tinkler | ||
| Name: Steven L. Tinkler | |||
| Title: Fiduciary Executive | |||
|
MBA I, L.P.
|
|||
|
By:
|
/s/ Maria V. Ginorio | ||
| Name: Maria V. Ginorio | |||
| Title: Vice President of MDTI I, Inc., General Partner | |||
|
JOHN J. O’NEIL
|
|||
|
By:
|
/s/ John J. O’Neil | ||
| Name: John J. O’Neil | |||
|
RICHARD L. KOHAN
|
|||
|
By:
|
/s/ Richard L. Kohan | ||
| Name: Richard L. Kohan | |||
|
VERUS PROTECTOR, LLC
|
|||
|
By:
|
/s/ Richard L. Kohan | ||
| Name: Richard L. Kohan | |||
| Title: Sole Member | |||