CARNIVAL CORP — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2017-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	A	75863	—	Acquired	599913.04	Direct
2017-02-15	Common Stock	S	32049	$55.8836	Disposed	567864.04	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14556	Indirect

Footnotes

F1: Vesting of performance-based restricted stock units ("Performance RSUs") granted on April 16, 2014 pursuant to the Carnival Corporation 2011 Stock Plan. Each Performance RSU represents one share of Carnival Corporation common stock.

F2: The reporting person was eligible to earn from 0-200% of the stated target amount of Performance RSUs to the extent that Carnival Corporation & plc's annual earnings before interest and taxes, as adjusted for certain fuel price changes for each of the three fiscal years in the 2014-2016 performance cycle and return on invested capital at the end of the three year performance cycle exceed 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. This includes shares from the settlement of dividend equivalents accumulated during the Performance RSU restricted period.

F3: Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.

F4: This transaction was executed in multiple trades. The price reported reflects the weighted 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.