CARNIVAL CORP — Director's Dealing 2012

Nov 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2012-11-09

Reporting Person: ARISON MICKY MEIR (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-09	Common Stock	M	120000	$27.875	Acquired	120000	Direct
2012-11-09	Common Stock	F	98024	$39.16	Disposed	21976	Direct
2012-11-09	Common Stock	G	21976	—	Disposed	0	Direct
2012-11-09	Common Stock	G	21976	—	Acquired	2575980	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-09	Stock Option (Right to Buy)	$27.875	M	120000	Acquired	2012-12-02	Common Stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108078788	Indirect

Footnotes

F1: The transactions reported in this Form 4 reflect the exercise of options to purchase 120,000 shares of Carnival Corporation common stock by Mr. Arison on November 9, 2012. The options had been granted to Mr. Arison pursuant to the Amended and Restated Carnival Corporation 2002 Stock Plan in 2002. The options were due to expire on December 2, 2012. The purchase price of each share of common stock (which includes each paired Trust Share) was $27.875. In accordance with Rule 16b-3(e), Mr. Arison surrendered 98,024 shares of Carnival common stock, each paired with one Trust Share, to pay the purchase price and applicable withholding taxes.

F2: Determined in accordance with the terms of the Amended and Restated Carnival Corporation 2002 Stock Plan, and represents the closing price of shares of Carnival Corporation common stock on November 9, 2012.

F3: Includes (i) 103,638,843 shares of common stock held by MA 1994 B Shares, L.P.; (ii) 538,393 shares of common stock held by the Nickel 97-07 Trust; (iii) 2,023,761 shares of common stock held by the Nickel 2008-2 GRAT; (iv) 876,929 shares of common stock held by the Nickel 2009 GRAT; and (v) 1,000,862 shares of common stock held by the Nickel 2010 GRAT.

F4: The options vested 20% per year over 5 years beginning on the first anniversary of the grant date.