Sec Form 4 Filing - MA 1997 HOLDINGS LP @ CARNIVAL PLC - 2005-01-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MA 1997 HOLDINGS LP
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
_____ Officer (give title below) X __ Other (specify below)
See Footnote (3) Below
(Last) (First) (Middle)
1201 NORTH MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2005
(Street)
WILMINGTON, DE19899-1347
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 D
Trust Shares (beneficial interest in special voting share) ( 1 ) ( 2 ) ( 3 ) ( 4 ) 01/17/2005 G 60,000 A $ 0 2,599,265 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MA 1997 HOLDINGS LP
1201 NORTH MARKET STREET
WILMINGTON, DE19899-1347
See Footnote (3) Below
Signatures
/s/ John J. O'Neil, Vice President 01/19/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Special Voting Trust (the "Trust"). Inconnection with the dual listed company transaction between Carnival plc (formerly known as P&O Princess Cruises plc) andCarnival Corporation (the "DLC Transaction"), Carnival plc issued one special voting share to the Trust and, following aseries of transactions, the Trust Shares were distributed to holders of common stock of Carnival Corporation (the "CarnivalCorporation Common Stock").
( 2 )Following the completion of the DLC Transaction, if Carnival Corporation issues Carnival Corporation Common Stock to aperson, the Trust will issue an equivalent number of Trust Shares to such person. The Trust Shares are paired with shares ofCarnival Corporation Common Stock and are represented by the same stock certificate. The Trust Shares represent a beneficialinterest in the Carnival plc special voting share.
( 3 )The reporting person may be deemed a member of a Section 13(d) group that owns more than 10% of the Trust Shares and aninterest in the Carnival plc special voting share. However, the reporting person disclaims such group membership, and thisreport shall not be deemed an admission that the reporting person is a member of a Section 13(d) group that owns more than10% of the Trust Shares and an interest in the Carnival plc special voting share for purposes of Section 16 or for any otherpurpose.
( 4 )On January 17, 2005, Micky Arison received 60,000 restricted shares of Carnival Corporation common stock under the CarnivalCorporation 2002 Stock Plan and the Executive Long-Term Compensation Agreement between Micky Arison and CarnivalCorporation. On that same day, Micky Arison transferred all 60,000 shares of Carnival Corporation common stock to MA 1997Holdings, L.P. for no consideration. The restrictions on the 60,000 shares lapse effective January 17, 2010.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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