SEC Form SC 13D/A filed by Carnival Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 27)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The Schedule 13D relating to Carnival Corporation and Carnival plc is being filed by MA 1994 B Shares, L.P. (“B Shares, L.P.”), MA 1994 B Shares, Inc. (“B Shares, Inc.”), Micky Arison, Richard L. Kohan, KLR, LLC, Nickel 2015-94 B Trust (collectively, the Reporting Persons), Artsfare 2023-05 Trust No. 2 (formerly Artsfare 2005 Trust No. 2), Verus Protector LLC and Bessemer Trust Company of Delaware, N.A. (“Bessemer Trust Company”). This Amendment No. 27 is being filed to reflect the fact that as of February 9, 2024, as a result of organizational changes to the administration of Artsfare 2023-05 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. This Amendment is also being filed to revise Item 4 to reflect Bessemer Trust Company’s intent, as trustee of Artsfare 2023-05 Trust No. 2, depending on market conditions for 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. The Schedule 13D is hereby amended as follows:

No material change.

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.

No material change.

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 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.

(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 annuity trusts.

(vii) Richard L. Kohan beneficially owns an aggregate of 85,672,611 Shares (approximately 7.7% of the total Shares outstanding), by virtue of being a trustee of Nickel 2003 Revocable Trust, the sole member of KLR, LLC and owning 1,000 Shares indirectly and 1,000 Shares directly.  Mr. Kohan has shared dispositive power with respect to the 1,683,012 Shares held by trusts for the benefit of Micky Arison’s children, the 80,736,445 Shares indirectly held by the Nickel 2015-94 B Trust and the 3,251,154 Shares held by grantor-retained annuity trusts. Mr. Kohan has shared voting and dispositive power with respect to the 1,000 Shares held by his wife and sole voting and dispositive power with respect to the 1,000 Shares he holds directly.

(viii) KLR, LLC beneficially owns an aggregate of 82,419,457 Shares (approximately 7.4% of the total number of Shares outstanding), by virtue of being a distribution adviser of the Nickel 2015-94 B Trust and various trusts for the benefit of Micky Arison’s children. KLR, LLC has shared dispositive power with respect to the 80,736,445 Shares indirectly held by the Nickel 2015-94 B Trust and the 1,683,012 Shares held by trusts for the benefit of Micky Arison’s children. Accordingly, KLR, LLC may be deemed to beneficially own such Shares for which it exercises voting and/or dispositive power. KLR, LLC disclaims beneficial ownership of all such Shares.

(ix) Nickel 2015-94 B Trust beneficially owns an aggregate of 80,736,445 Shares (approximately 7.2% of the total number of Shares outstanding), by virtue of being the sole stockholder of B Shares, Inc., the general partner of B Shares, L.P. Nickel 2015-94 B Trust has sole voting and dispositive power with respect to all such Shares.

(xi) The Reporting Persons, as a group, beneficially own an aggregate of 85,672,611 Shares (approximately 7.7% of the total number of Shares outstanding). The Reporting Persons, as a group, have sole voting and dispositive power over all such Shares.

(c) To the best knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Shares during the past 60 days. Neither Bessemer Trust Company, Artsfare 2023-05 Trust No. 2 nor Verus Protector, LLC has effected any transactions in the Shares during the past 60 days.

(d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by such Reporting Person.

(e) As set forth above, on February 9, 2024, each of Artsfare 2023-05 Trust No. 2 (formerly Artsfare 2005 Trust No. 2), Verus Protector, LLC and Bessemer Trust Company have ceased to be in a group with the Reporting Persons.

No material change. 

The following exhibits have been filed with this Schedule 13D/A.

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

INDEX TO EXHIBITS

Exhibits