CARNIVAL CORP — Director's Dealing 2016

Oct 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2016-10-18

Reporting Person: DONALD ARNOLD W (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-18	Common Stock	A	432518	—	Acquired	609597.118	Direct
2016-10-18	Common Stock	S	91813	$46.6725	Disposed	517784.118	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14556	Indirect

Footnotes

F1: Grant of performance-based restricted stock units ("Performance RSUs") granted on October 14, 2013 pursuant to the Carnival Corporation 2011 Stock Plan and the Reporting Person's Employment Agreement. Each Performance RSU represents one share of Carnival Corporation common stock. The Performance RSU's will vest 50% as of October 18, 2016 and 50% as of October 14, 2017.

F2: The reporting person was eligible to earn from 0-5 times the stated target amount of Performance RSUs to the extent that the compound annual growth rate of Carnival Corporation & plc's total shareholder return over a three year performance cycle exceeded specified performance goals.

F3: Includes shares acquired pursuant to the purchase under, or the dividend reinvestment feature of, the reporting person's brokerage account or the Carnival Corporation Employee Stock Purchase Plan.

F4: Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.

F5: This transaction was executed in multiple trades at prices ranging from $46.510 to $46.990. The price reported reflects the average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.