CARNIVAL CORP — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2016-02-09

Reporting Person: Freedman Larry R. (Chief Accounting Officer, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Common Stock	A	1463	—	Acquired	28233.21	Direct
2016-02-09	Common Stock	S	407	$40.79	Disposed	27826.21	Direct

Footnotes

F1: Grant of performance-based restricted stock units ("Performance RSUs") granted on July 16, 2013 pursuant to the Carnival Corporation 2011 Stock Plan. Each Performance RSU represents one share of Carnival Corporation common stock.

F2: Reporting person was eligible to earn from 0-150% of his target amount of Performance RSUs to the extent that Carnival Corporation & plc's annual earnings before interest and taxes ("EBIT"), as adjusted for certain fuel price changes and Emission Control Areas related fuel expenses, for each of the three fiscal years in the 2013-2015 performance cycle exceeded specified performance goals, as modified at the end of the three year performance cycle for Carnival Corporation & plc's total shareholder return rank relative to peers.

F3: Includes shares from a settlement of dividend equivalents accumulated during the restricted period of a Performance RSU award originally granted in 2013, which has now vested.

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. 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.