Sec Form 4 Filing - Bernstein David @ CARNIVAL CORP - 2020-01-16

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
Bernstein David
2. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO & CAO
(Last) (First) (Middle)
CARNIVAL CORPORATION, 3655 NW 87TH AVE
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2020
(Street)
MIAMI, FL33178
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
Common Stock 01/16/2020 F 87 ( 1 ) D $ 50.9086 46,812.114 D
Common Stock 01/17/2020 F 165 ( 2 ) D $ 51.8148 47,322.114 D
Common Stock 01/17/2020 A( 3 ) 5,780 ( 4 ) A $ 0 53,102.114 D
Common Stock 01/17/2020 F 2,275 ( 5 ) D $ 51.9 50,827.114 ( 6 ) 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
Bernstein David
CARNIVAL CORPORATION
3655 NW 87TH AVE
MIAMI, FL33178
CFO & CAO
Signatures
/s/ David Bernstein 01/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a surrender of shares to satisfy a tax obligation on the settlement of dividend equivalents for restricted stock units ("RSUs") granted January 16, 2018.
( 2 )Represents a surrender of shares to satisfy a tax obligation on the settlement of dividend equivalents for restricted stock units ("RSUs") granted January 17, 2017.
( 3 )Grant of RSUs made pursuant to the Carnival Corporation 2011 Stock Plan. Award of RSUs represent a hypothetical interest in Carnival Corporation common stock. The 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 RSUs will accumulate dividend equivalents and may only be settled in shares.
( 4 )The grant was approved by the Compensation Committee as a total value to be received in the form of RSUs. The Compensation Committee also approved that the number of RSUs were determined by dividing the value by the closing price on date of grant.
( 5 )Represents a surrender of shares to satisfy a tax obligation on the vesting of RSUs referenced in FN(3).
( 6 )Includes shares acquired pursuant to purchases made under the Carnival Corporation Employee Stock Purchase Plan (ESPP), dividend reinvestments under the ESPP or the reporting person's brokerage account and/or dividend equivalent shares associated with the release of RSU grants.

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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