CARNIVAL CORP — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2012-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	A	86775	—	Acquired	86775	Direct
2012-02-15	Common Stock	G	86775	—	Disposed	0	Direct
2012-02-15	Common Stock	G	86775	—	Acquired	2406051	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108226741	Indirect

Footnotes

F1: Grant of restricted stock made pursuant to the Carnival Corporation 2011 Stock Plan and the terms of an Executive Long-Term Compensation Agreement. The restriction on the shares lapse on the third anniversary of the grant date.

F2: The grant was approved by the Compensation Committee as a total value to be received in the form of restricted shares. The Compensation Committee also approved that the number of shares was to be determined by dividing the value by the closing price on date of grant.

F3: Gift of Shares to the Nickel 2003 Revocable Trust.

F4: 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) 147,953 shares of common stock held by the Nickel 2008 GRAT; (iv) 2,023,761 shares of common stock held by the Nickel 2008-2 GRAT; (v) 876,929 shares of common stock held by the Nickel 2009 GRAT; and (vi) 1,000,862 shares of common stock held by the Nickel 2010 GRAT.