Micky Arison Group Updates Carnival (CCL) Ownership Stake

Ticker: CCL · Form: SC 13D/A · Filed: 2024-02-09T00:00:00.000Z

Sentiment: neutral

Topics: insider-ownership, amendment, beneficial-ownership

TL;DR

**Micky Arison's group just updated their Carnival (CCL) ownership, showing continued significant stake.**

AI Summary

Micky Arison, former CEO and current Chairman of Carnival Corp (CCL), along with his affiliated entities, filed an Amendment No. 27 to their Schedule 13D on February 9, 2024. This filing updates their beneficial ownership of Carnival's Common Stock, Special Voting Shares, and Trust Shares. The Arison group continues to hold a significant stake, indicating their ongoing influence and commitment to the company, which is important for investors as it suggests stability and alignment with long-term shareholder interests.

Why It Matters

This filing confirms that Micky Arison, a key figure in Carnival's history, maintains a substantial ownership stake, which can be a positive signal for investors regarding leadership's vested interest in the company's performance.

Risk Assessment

Risk Level: low — This filing is a routine update of beneficial ownership by a long-standing insider and does not indicate any immediate new risks or significant changes.

Analyst Insight

Investors should view this as a routine update confirming stable insider ownership, rather than a signal for immediate action. It reinforces the idea that key insiders remain committed to the company.

Key Players & Entities

Forward-Looking Statements

FAQ

Who filed this SC 13D/A Amendment No. 27?

The filing was made by Micky Arison and a group of affiliated entities including KLR, LLC, MA 1994 B SHARES, INC., MA 1994 B SHARES, L.P., NICKEL 2015-94B TRUST, and Richard L. Kohan.

What is the subject company of this filing?

The subject company is Carnival Corporation and Carnival plc, identified by the CUSIP Number 143658 30 0 for its Common Stock.

What types of securities are covered by this filing?

The filing covers Common Stock, par value $0.01 per share, of Carnival Corporation, Special Voting Share of Carnival plc, and Trust Shares (representing beneficial interests in the P&O Princess Special Voting Trust).

When was the event that required this filing?

The date of the event which required the filing of this statement was February 9, 2024.

What is the purpose of an Amendment No. 27 to a Schedule 13D?

An Amendment No. 27 indicates that this is the twenty-seventh update to the original Schedule 13D filing, which is used to report changes in beneficial ownership of 5% or more of a company's stock by an individual or group.

Filing Stats: 2,791 words · 11 min read · ~9 pages · Grade level 9.4 · Accepted 2024-02-09 16:40:59

Key Financial Figures

Filing Documents

is hereby amended by

Item 2 is hereby amended by deleting any reference to Artsfare 2023-05 Trust No. 2 (formerly Artsfare 2005 Trust No. 2), Verus Protector, LLC and Bessemer Trust Company. Item 3. Source and Amount of Funds or Other Consideration No material change. Item 4. Purpose of Transaction As of February 9, 2024, as a result of organizational changes to the administration of Artsfare 2023-05 Trust No. 2 (formerly Artsfare 2005 Trust No. 2), a trust established for the benefit of Marilyn B. Arison, Messrs. Arison and Kohan no longer have any voting or dispositive power over the Shares held by Artsfare 2023-05 Trust No. 2. As a result, Mr. Arison and Mr. Kohan no longer beneficially own the Shares held by Artsfare 2023-05 Trust No. 2, and Artsfare 2023-05 Trust No. 2, Verus Protector, LLC and Bessemer Trust Company have ceased to be in a group with the Reporting Persons. Bessemer Trust Company, as trustee of Artsfare 2023-05 Trust No. 2, which holds 35,465,423 Shares, intends, depending on market conditions of the Issuer’s Shares and other conditions, to sell a portion of the Shares held by Artsfare 2023-05 Trust No. 2 from time to time. Item 5. Interest in Securities of the Issuer

is hereby amended and restated in its entirety as follows

Item 5 is hereby amended and restated in its entirety as follows: All ownership percentages set forth herein assume that there are 1,119,445,529 Shares outstanding, representing the total number of shares reported by Carnival Corporation as of January 11, 2024 in its Annual Report on Form 10-K filed on January 26, 2024. (a) and (b)(i) (i) B Shares, L.P. beneficially owns an aggregate of 80,736,445 Shares (approximately 7.2% of the total number of Shares outstanding), which its holds directly. B Shares, L.P. has sole voting and dispositive power with respect to all such Shares. CUSIP No. Common Stock: 143658 30 0, Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0 SCHEDULE 13D Page 9 of 12 (ii) B Shares, Inc. beneficially owns an aggregate of 80,736,445 Shares (approximately 7.2% of the total number of Shares outstanding), by virtue of being the general partner of B Shares, L.P. B Shares, Inc. has sole voting and dispositive power with respect to all such Shares. (iii) Micky Arison beneficially owns an aggregate of 85,670,611Shares (approximately 7.7% of the total number of Shares outstanding), 80,736,445 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2015-94 B Trust, and 1,683,012 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several trusts for the benefit of his children, and 3,251,154 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several grantor-retained annuity trusts. Micky Arison has sole voting and shared dispositive power with respect to the 80,736,445 Shares indirectly held by the Nickel 1994 “B” Trust, the 1,683,012 Shares held by trusts for the benefit of Micky Arison’s children and the 3,251,154 Shares held by grantor-retained

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: February 9, 2024 MA 1994 B SHARES, L.P. MA 1994 B SHARES, INC. MICKY ARISON ARTSFARE 2005 TRUST NO. 2 NICKEL 2015-94 B TRUST By: /s/ Richard L. Kohan Richard L. Kohan, Attorney-in-fact KLR, LLC By: /s/ Richard L. Kohan Richard L. Kohan, President VERUS PROTECTOR, LLC By: /s/ Richard L. Kohan Richard L. Kohan, President BESSEMER TRUST COMPANY OF DELAWARE, N.A. By: /s/ George Kern George Kern, Chief Executive Officer and President CUSIP No. Common Stock: 143658 30 0, Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0 SCHEDULE 13D Page 12 of 12 INDEX TO EXHIBITS Exhibits Exhibit 54 Joint Filing Agreement, dated as of February 9, 2024, among MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, Artsfare 2023-05 Trust No. 2, Versus Protector, LLC, Richard L. Kohan, Nickel 2015-94 B Trust, KLR, LLC and Bessemer Trust Company of Delaware, N.A.

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