Carnival PLC — Director's Dealing 2013

Jul 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL PLC (CUK)
CIK: 0001125259
Period of Report: 2013-07-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-16	Trust Shares (beneficial Interest In Special Voting Share)	A	694	—	Acquired	20081	Direct
2013-07-16	Trust Shares (beneficial Interest In Special Voting Share)	F	292	$36.25	Disposed	19789	Direct

Footnotes

F1: Represents trust shares (the "Trust Shares") of beneficial interests in P&O Princess Voting Trust (the "Trust"). In connection with the dual listed company transaction between Carnival plc (fka P&O Princess Cruises plc) and Carnival Corporation (the "DLC Transaction"), Carnival plc issued one special voting share to the Trust and, following a series of transactions, the Trust Shares were distributed to holders of common stock of Carnival Corporation (the "Carnival Corporation Common Stock"). Since completion of the DLC Transaction on April 17, 2003, if Carnival Corporation issues Carnival Corporation Common Stock to a person, the Trust will issue an equivalent number of Trust Shares to such person. The Trust Shares are paired with shares of Carnival Corporation Common Stock and are represented by the same stock certificate. The Trust Shares represent a beneficial interest in the Carnival plc special voting share.

F2: On July 16, 2013, the reporting person was granted 1,737 performance-based restricted stock units ("Performance RSUs"). Subject to his continued employment during the performance period (with earlier partial vesting in certain cases upon eligibility for retirement, or death or disability, prior to the expiration of the performance period), the Reporting Person may earn from 0-150% of his target amount of Performance RSUs to the extent that Carnival Corporation & plc's ("Carnival") 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 exceeds specified performance goals, as modified at the end of the three year performance cycle for Carnival's total shareholder return rank relative to peers. Because, as of the date of the grant, the Reporting Person was eligible for retirement due to his age, 694 Performance RSU's vested on July 16, 2013.

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