| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 31,384(1)(2)(3)(4)(5) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 2,246 restricted stock units ("RSUs") granted on February 4, 2022 pursuant to the Carnival Corporation 2020 Stock Plan (the "Plan"). Two thirds of the original grant of 6,738 RSUs vested on February 15, 2023 and February 15, 2024 and the remaining 2,246 RSUs will vest on February 18, 2025. |
| 2. Includes 2,471 performance-based restricted stock units ("PBS RSUs") granted on February 21, 2023 pursuant to the Plan. 2,470 of the PBS RSUs vested on February 15, 2024 and the remaining 2,471 RSUs will vest on February 18, 2025. The 2022 Management Incentive Plan bonus payout percentage was applied to the PBS RSU target value to determine the actual PBS RSU grant value. |
| 3. Includes 14,214 RSUs granted on April 21, 2023 pursuant to the Plan. One third of the original grant of 21,321 RSUs vested on February 15, 2024 and the remaining 14,214 RSUs will vest on a pro rata basis on the February 18, 2025 and February 12, 2026. |
| 4. Includes 12,453 RSUs granted on April 8, 2024 pursuant to the Plan. The RSUs will vest on a 3-year pro-rata basis on April 21, 2025, 2026 and 2027. |
| 5. Each RSU and PBS RSU represents a hypothetical interest in one share of Carnival Corporation common stock. The RSUs and PBS RSUs accumulate dividend equivalents and may only be settled in shares. The Compensation Committees approved each grant as a total value to be received in the form of RSUs or PBS RSUs, as applicable, and that the number of RSUs or PBS RSUs was to be determined by dividing the grant value by the closing price of a share of Carnival Corporation common stock on date of grant or over a 10-day period ending on the date of grant, as applicable. |
| /s/ Lars Ljoen | 02/06/2025 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
