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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )Represents a surrender of shares to satisfy a tax obligation on the vesting of restricted stock units ("RSUs") granted January 16, 2018, and settlement of dividend equivalents.|
( 2 )Represents a surrender of shares to satisfy a tax obligation on the vesting of RSUs granted January 17, 2017, and settlement of dividend equivalents.
( 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.
|* 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).|