Carnival Corporation & plc Notification of Transactions of Directors/PDMRS
January 21, 2020
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Arnold W. Donald | ||||
2 | Reason for the notification | |||||
a) | Position/status | President & Chief Executive Officer of Carnival Corporation & plc / | ||||
Director | ||||||
b) | Initial notification/ | Initial Notification | ||||
Amendment | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or | |||||
auction monitor | ||||||
a) | Name | Carnival Corporation | ||||
b) | Legal Entity Identifier | F1OF2ZSX47CR0BCWA982 | ||||
4A | Details of the transaction: 1 | |||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | ||
financial instrument, | type | CUSIP: 143658300 | ||||
of instrument | ||||||
Identification code | ||||||
b) | Nature of the transaction | Represents a surrender of shares to satisfy the tax obligation on the | ||||
vesting of a Restricted Stock Award previously reported. | ||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |||
$50.9086 | 13,620 | |||||
d) | Aggregated information | 13,620 | ||||
- Aggregated volume | $50.9086 | |||||
- Price | ||||||
e) | Date of the transaction | 2020-01-16 | ||||
f) | Place of the transaction | Off Market | ||||
4B | Details of the transaction: 2 | |||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | ||
financial instrument, | type | CUSIP: 143658300 | ||||
of instrument | ||||||
Identification code | ||||||
b) | Nature of the transaction | Represents a surrender of shares to satisfy the tax obligation on the | ||||
vesting of a Restricted Stock Award previously reported. | ||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |||
$51.8148 | 13,264 | |||||
d) | Aggregated information | 13,264 | ||||
- Aggregated volume | $51.8148 | |||||
- Price | ||||||
e) | Date of the transaction | 2020-01-17 | ||||
f) | Place of the transaction | Off Market | ||||
4C | Details of the transaction: 3 | |||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | ||
financial instrument, | type | CUSIP: 143658300 | ||||
of instrument | ||||||
Identification code | ||||||
b) | Nature of the transaction | Grant of restricted stock units ("MTE RSUs") made pursuant to the | ||||
Carnival Corporation 2011 Stock Plan. Award of RSUs represent a | ||||||
hypothetical interest in Carnival Corporation common stock. The MTE | ||||||
RSUs will vest 50% as of January 17, 2020 due to the Reporting Person | ||||||
becoming eligible for retirement due to his age and 50% as of January | ||||||
17, 2022. The MTE RSUs will accumulate dividend equivalents and | ||||||
may only be settled in shares. | ||||||
The grant was approved by the Compensation Committee as a total | ||||||
value to be received in the form of MTE RSUs. The Compensation | ||||||
Committee also approved that the number of MTE RSUs were | ||||||
determined by dividing the value by the closing price on date of grant. | ||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |||
$0.00 | 21,676 | |||||
d) | Aggregated information | 21,676 | ||||
- Aggregated volume | $0.00 | |||||
- Price | ||||||
e) | Date of the transaction | 2020-01-17 | ||||
f) | Place of the transaction | Off Market | ||||
4D | Details of the transaction: 4 | |||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | ||
financial instrument, | type | CUSIP: 143658300 | ||||
of instrument | ||||||
Identification code | ||||||
b) | Nature of the transaction | Automatic vesting of restricted stock units (including dividend | ||||
equivalents accumulated thereto during the restricted period) on January | ||||||
17, 2020 as a result of the Reporting Person becoming eligible for | ||||||
retirement due to his age. | ||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |||
$51.90 | 10,838 | |||||
d) | Aggregated information | 10,838 | ||||
- Aggregated volume | $51.90 | |||||
- Price | ||||||
e) | Date of the transaction | 2020-01-17 | ||||
f) | Place of the transaction | Off Market | ||||
4E | Details of the transaction: 5 | |||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | ||
financial instrument, | type | CUSIP: 143658300 | ||||
of instrument | ||||||
Identification code | ||||||
b) | Nature of the transaction | Represents a surrender of shares to satisfy the tax obligation on the | ||||
vesting of restricted stock units released on January 17, 2020 as a result | ||||||
of the Reporting Person becoming eligible for retirement due to his age. | ||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |||
$51.90 | 8,530 | |||||
d) | Aggregated information | 8,530 | |||||
- Aggregated volume | $51.90 | ||||||
- Price | |||||||
e) | Date of the transaction | 2020-01-17 | |||||
f) | Place of the transaction | Off Market | |||||
4F | Details of the transaction: 6 | ||||||
a) | Description | of | the | Common stock with a nominal value of US$0.01 per share | |||
financial instrument, | type | CUSIP: 143658300 | |||||
of instrument | |||||||
Identification code | |||||||
b) | Nature of the transaction | Grant of shareholder equity alignment restricted stock units ("SEA | |||||
RSUs") pursuant to the Carnival Corporation 2011 Stock Plan. Each | |||||||
SEA RSU represents one share of Carnival Corporation common stock. | |||||||
The SEA RSUs vest as a percentage of the target number granted based | |||||||
on achievement of pre-defined goals. Each holder of SEA RSUs may | |||||||
earn 0%-300% of the stated target amount of SEA RSUs based on the | |||||||
compound annual growth rate of absolute total shareholder return over | |||||||
the 2020-2022 fiscal | years' period, which is then modified from | ||||||
33%-150% by Carnival Corporation's ranking relative to the compound | |||||||
annual growth rate of the total shareholder return of Carnival | |||||||
Corporation & plc's proxy peer group, for the same period. The overall | |||||||
potential earned value is capped at 6 times the grant date target value. | |||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||||
$0.00 | 50,000 | ||||||
d) | Aggregated information | 50,000 | |||||
- Aggregated volume | $0.00 | ||||||
- Price | |||||||
e) | Date of the transaction | 2020-01-17 | |||||
f) | Place of the transaction | Off Market | |||||
Arnaldo Perez
General Counsel & Secretary
Carnival Corporation & plc
3655 NW 87th Avenue
MLGL-815
Miami, FL 33178
T: 305.599.2600
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Carnival Corporation published this content on 21 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 January 2020 18:08:04 UTC