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*
Thamm Michael Olaf

(Last) (First) (Middle)
C/O CARNIVAL CORPORATION
3655 N.W. 87TH AVENUE

(Street)
MIAMI FL 33178

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARNIVAL PLC [ CUK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group CEO - Costa Crociere
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2023
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
Ordinary Shares 02/06/2023 A(1) 25,064(2) A $0 204,358.207 D
Ordinary Shares 02/06/2023 F 11,781(3) D $10.2642(4) 192,577.207 D
Ordinary Shares 02/06/2023 A(5) 87,707(6) A $0 280,284.207 D
Ordinary Shares 02/06/2023 F 41,222(3) D $10.2642(4) 239,062.207 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Vesting of performance-based restricted stock units ("PBS RSUs") granted in February 2020 pursuant to the Carnival plc 2014 Employee Share Plan which includes shares from the settlement of dividend equivalents accumulated during the PBS RSU restricted period. Each PBS RSU represents one share of Carnival plc ordinary shares.
2. The reporting person was eligible to earn from 0-200% of the target amount of PBS RSUs based upon the extent to which Carnival Corporation & plc's annual adjusted operating income, as further adjusted for certain fuel price changes and currency exchange rate impact for each of the three fiscal years in the 2020-2022 performance period, return on invested capital for 2021-2022, and certain environmental, social & governance metrics, reach or exceed specified performance goals.
3. Represents shares withheld by the Company to cover taxes associated with vesting of PBS RSUs.
4. The transaction was conducted in British Pounds. The average sale price of GBP10.2642 was converted into US$ at the February 6, 2023 conversion rate of GBP1 = USD1.2049.
5. Vesting of PBS RSUs granted in August 2020 pursuant to the Carnival plc 2014 Employee Share Plan. Each PBS RSU represents one share of Carnival plc ordinary shares.
6. The reporting person was eligible to earn from 0-150% of the target amount of PBS RSUs based upon the extent to which Carnival Corporation & plc's certain specified environmental, social & governance metrics over the 2020-2022 performance period reach or exceed specified performance goals.
/s/ Michael O. Thamm 02/08/2023
** 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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