CARNIVAL CORP — Director's Dealing 2017

Jan 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2016-12-29

Reporting Person: Bernstein David (CFO & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-29	Common Stock	A	121329	—	Acquired	168374	Direct
2016-12-29	Common Stock	S	60664	$52.11	Disposed	107710	Direct

Footnotes

F1: Grant of performance-based restricted stock units ("Performance RSUs") granted on December 27, 2013 pursuant to the Carnival Corporation 2011 Stock Plan. Each Performance RSU represents one share of Carnival Corporation common stock. The Performance RSU's will vest 50% as of December 29, 2016 and 50% as of December 27, 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: 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.