CARNIVAL CORP — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2019-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	A	73302	—	Acquired	247023.037	Direct
2019-02-15	Common Stock	F	28846	$57.0837	Disposed	218177.037	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	363675	Indirect

Footnotes

F1: Vesting of performance-based restricted stock units ("PBS RSUs") granted on April 13, 2016 pursuant to the Carnival Corporation 2011 Stock Plan. Each PBS 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 PBS RSUs to the extent that Carnival Corporation & plc's annual operating income, as adjusted for certain fuel price changes and currency exchange rate impact for each of the three fiscal years in the 2016-2018 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 PBS RSU restricted period.

F3: Represents a surrender of shares to satisfy the tax obligation on the vesting of PBS RSUs. This transaction is exempt under Rule 16b-3(e).