Carnival Corporation & plc (CUK) Form 4 CARNIVAL / Michael Olaf Thamm ownership change

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)
02/21/2023

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	02/21/2023		A(1)		55,246(2)	A	$0	294,308.207	D
Ordinary Shares	02/21/2023		A(3)		132,592(4)	A	$0	426,900.207	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. Grant of Management Incentive Plan-tied restricted stock units ("MTE RSUs") made pursuant to the Carnival plc 2014 Employee Share Plan. Each MTE RSU represents a hypothetical interest in one ordinary share of Carnival plc. The MTE RSUs will vest pro rata on February 15, 2024 and 2025. The MTE RSUs will accumulate dividend equivalents and may only be settled in shares.

2. The grant was approved by the Compensation Committees as a total value to be received in the form of MTE RSUs. The 2022 Management Incentive Plan ("MIP") bonus payout percentage was applied to the MTE target value to determine the actual MTE grant value. The Compensation Committees also approved that the number of MTE RSUs were determined by dividing the value by the closing price on date of grant.

3. Grant of performance-based restricted stock units ("PBS RSUs") made pursuant to the Carnival plc 2014 Employee Share Plan. Each PBS RSU represents a hypothetical interest in one ordinary share of Carnival plc. The PBS RSUs will vest pro rata on February 15, 2024 and 2025. The PBS RSUs will accumulate dividend equivalents and may only be settled in shares.

4. The grant was approved by the Compensation Committees as a total value to be received in the form of PBS RSUs. The 2022 MIP bonus payout percentage was applied to the PBS target value to determine the actual PBS grant value. The Compensation Committees also approved that the number of PBS RSUs were determined by dividing the value by the closing price on date of grant.

	/s/ Michael O. Thamm	02/23/2023
	** 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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