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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARNIVAL PLC [ CUK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Trust Shares(Beneficial Interest in Special Voting Share)(1) | 08/07/2013 | M(2) | 120,000 | A | $34.45(3) | 235,200 | D | |||
Trust Shares(Beneficial Interest in Special Voting Share)(1) | 08/07/2013 | F(2) | 115,200 | D | $37(3)(4) | 120,000 | D | |||
Trust Shares(Beneficial Interest in Special Voting Share)(1) | 08/07/2013 | G | V | 120,000 | D | $0 | 0 | D | ||
Trust Shares(Beneficial Interest in Special Voting Share)(1) | 08/07/2013 | G | V | 120,000 | A | $0 | 3,549,247 | I | By Nickel 2003 Revocable Trust | |
Trust Shares(Beneficial Interest in Special Voting Share)(1) | 107,140,843 | I | By Various Trusts(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (6) | 10/13/2013 | Trust Shares(Beneficial Interest in Special Voting Share)(1) | 120,000 | $0 | 0 | D |
Explanation of Responses: |
1. Represents 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 (aka 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. |
2. The transactions reported in this Form 4 reflect the exercise of options to purchase 120,000 shares of Carnival Corporation common stock, each paired with one Trust share, 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 common stock under the options 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. |
3. The prices included on this form reflect the prices of the shares of Carnival Corporation Common Stock and the paired Trust Shares. |
4. 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. |
5. 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. |
6. 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |