| 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) 11/30/2020 | ||||||||||||||||||||||||||
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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) | 11/30/2020 | S | 4,128,761 | D | (2) | 81,607,684 | I | By MA 1994 B Shares, L.P. | ||
| Trust Shares (Beneficial Interest in Special Voting Share)(1) | 11/30/2020 | S | 871,239 | D | (3) | 80,736,445 | I | By MA 1994 B Shares, L.P. | ||
| Trust Shares (Beneficial Interest in Special Voting Share)(1) | 4,934,166 | I(4) | By various trusts. | |||||||
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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 | ||||||||
| 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 (fka 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. Represents sales of shares of Common Stock of Carnival Corporation, paired with the Trust Shares. No separate consideration was received in respect of the Trust Shares. The transaction was executed in multiple trades at prices ranging from $20.16 to $20.92, for a weighted average price of $20.3697. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. |
| 3. Represents sales of shares of Common Stock of Carnival Corporation, paired with the Trust Shares. No separate consideration was received in respect of the Trust Shares. The transaction was executed in multiple trades at prices ranging from $21.25 to $21.91, for a weighted average price of $21.5882. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. |
| 4. Includes Trust Shares paired with (i) 3,251,154 with shares of Carnival Corporation Common Stock held by the Nickel 2003 Revocable Trust, (ii) 841,506 shares of Carnival Corporation Common Stock held by the NA 2015-08 Trust and (iii) 841,506 shares of Carnival Corporation Common Stock held by the KA 2015-08 Trust. The Reporting Person disclaims beneficial ownership of the shares of Carnival Corporation Common Stock and the paired Trust Shares held by the NA 2015-08 Trust and the KA 2015-08 Trust. |
| Remarks: |
| Exhibit 24.1 Power of Attorney |
| /s/ Richard L. Kohan, attorney-in-fact | 12/01/2020 | |
| ** 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. | ||
EXHIBIT 24.1
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints Richard L. Kohan, 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.
[Remainder of page left intentionally blank. Signatures follow.]
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 10th day of November, 2020.
MA 1994 B SHARES, L.P.
| By: | MA 1994 B SHARES, Inc., General Partner |
| By: | Richard L. Kohan, Executive Vice President |
| /s/ Richard L. Kohan |
MA 1994 B SHARES, INC.
| By: | Richard L. Kohan, Executive Vice President |
| /s/ Richard L. Kohan |
/s/ Micky Arison
MICKY ARISON
JMD DELAWARE, LLC
| By: | James M. Dubin, President |
/s/ James M. Dubin
/s/ James M. Dubin
JAMES M. DUBIN
| ARTSFARE 2005 TRUST NO. 2 | ||||
| By: | SUNTRUST DELAWARE TRUST COMPANY, as Trustee | |||
| By: | /s/ Steven L. Tinkler | |||
| SUNTRUST DELAWARE TRUST COMPANY |
| By: |
| /s/ Steven L. Tinkler |
| VERUS PROTECTOR, LLC |
| By: Richard L. Kohan, President |
| /s/ Richard L. Kohan |
| NICKEL 2015-94 B TRUST | ||
| By: | NORTHERN TRUST DELAWARE COMPANY, as Administrative Trustee | |
| By: Alexis Borrelli, Vice President | ||
| /s/ Alexis Borrelli | ||