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

    3/1/22 5:17:34 PM ET
    $CCL
    Marine Transportation
    Consumer Discretionary
    Get the next $CCL alert in real time by email
    SC 13D/A 1 eh220229764_13da25-ccl.htm AMENDMENT NO. 25

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Schedule 13D

    (Rule 13d-102)

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 25)*

     

    Carnival Corporation
    Carnival plc
    (Name of Issuer)
     
    Common Stock, par value $0.01 per share, of Carnival Corporation
    Special Voting Share of Carnival plc
    Trust Shares (representing beneficial interests in the P&O Princess Special Voting Trust) 
    (Title of Class of Securities)
     
    Common Stock: 143658 10 2 and 143658 30 0**
    Special Voting Share: G7214F 12 2
    Trust Shares: 143658 30 0**
    (CUSIP Number)
     

    Enrique Miguez, Esq.

    General Counsel
    Carnival Corporation
    3655 N.W. 87th Avenue
    Miami, Florida 33178-2428
    (305) 599-2600
    (Name, Address and Telephone Number of Person Authorized
    to Receive Notices and Communications)
     
    February 28, 2022
    (Date of Event which Requires Filing of this Statement)

     

    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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    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 Common Stock and the Trust Shares trade together under CUSIP Number 143658 30 0. See Items 1 and 4 of this Schedule 13D for additional information.

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 2 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    MA 1994 B SHARES, L.P.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

     

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    80,736,445

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    80,736,445

    10

    SHARED DISPOSITIVE POWER

     

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    80,736,445

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    8.2%

     
    14

    TYPE OF REPORTING PERSON

     

    PN

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 3 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    MA 1994 B SHARES, INC.

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    80,736,445

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    80,736,445

    10

    SHARED DISPOSITIVE POWER

     

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    80,736,445

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    8.2%

     
    14

    TYPE OF REPORTING PERSON

     

    CO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 4 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    MICKY ARISON

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    85,670,611

    8

    SHARED VOTING POWER

     

    35,465,423

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    121,136,034

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    121,136,034

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    12.3%

     
    14

    TYPE OF REPORTING PERSON

     

    IN

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 5 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    JMD DELAWARE, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☐

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    -0-

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    -0-

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.0%

     
    14

    TYPE OF REPORTING PERSON

     

    CO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 6 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    JAMES M. DUBIN

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☐

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    1,000

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    1,000

    10

    SHARED DISPOSITIVE POWER

     

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    1,000

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.0%

     
    14

    TYPE OF REPORTING PERSON

     

    IN

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 7 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    ARTSFARE 2005 TRUST No. 2

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    -0-

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    35,465,423

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    35,465,423

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    3.6%

     
    14

    TYPE OF REPORTING PERSON

     

    OO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 8 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    TRUIST DELAWARE TRUST COMPANY

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    -0-

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    35,465,423

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    35,465,423

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    3.6%

     
    14

    TYPE OF REPORTING PERSON

     

    OO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 9 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    VERUS PROTECTOR, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

    (a) ☐

    (b) ☒

     

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    -0-

    8

    SHARED VOTING POWER

     

    35,465,423

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    35,465,423

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    35,465,423

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    3.6%

     
    14

    TYPE OF REPORTING PERSON

     

    OO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 10 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    RICHARD L. KOHAN

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    1,000

    8

    SHARED VOTING POWER

     

    35,465,423

    9

    SOLE DISPOSITIVE POWER

     

    1,000

    10

    SHARED DISPOSITIVE POWER

     

    121,137,034

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    121,138,034

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    12.3%

     
    14

    TYPE OF REPORTING PERSON

     

    IN

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 11 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    KLR, LLC

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

     

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    -0-

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    -0-

    10

    SHARED DISPOSITIVE POWER

     

    82,419,457

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    82,419,457

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    8.4%

     
    14

    TYPE OF REPORTING PERSON

     

    OO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 12 of 17

     

     

    1

    NAME OF REPORTING PERSON

     

    NICKEL 2015-94B TRUST

     
    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a) ☐

    (b) ☒

     

    3

    SEC USE ONLY

     

     

     
    4

    SOURCE OF FUNDS

     

    Not Applicable

     
    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     

    ☐
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING PERSON

    WITH

    7

    SOLE VOTING POWER

     

    80,736,445

    8

    SHARED VOTING POWER

     

    -0-

    9

    SOLE DISPOSITIVE POWER

     

    80,736,445

    10

    SHARED DISPOSITIVE POWER

     

    -0-

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    80,736,445

     
    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

     

     

    ☐
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    8.2%

     
    14

    TYPE OF REPORTING PERSON

     

    OO

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 13 of 17

     

     

    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, JMD Delaware, LLC, James M. Dubin, Artsfare 2005 Trust No. 2, Truist Delaware Trust Company (formerly known as SunTrust Delaware Trust Company), Verus Protector, LLC, Richard L. Kohan, KLR, LLC and Nickel 2015-94B Trust (collectively, the “Reporting Persons”). This Amendment No. 25 is being filed to reflect an exit filing by JMD Delaware, LLC and Mr. James M. Dubin as a result of Mr. Dubin’s retirement. This Schedule 13D is hereby amended as follows:

     

    Item 1. Security and Issuer

     

    No material change.

     

    Item 2. Identity and Background

     

    On February 28, 2022, Mr. Dubin retired. In connection therewith, Mr. Dubin resigned as trustee of the Nickel 2003 Revocable Trust, and JMD Delaware, LLC resigned as distribution adviser of the Nickel 2015-94 B Trust and various trusts for the benefit of Micky Arison’s children. As a result, JMD Delaware, LLC is no longer the beneficial owner of any shares, and Mr. Dubin is the beneficial owner only of those shares he holds directly, and has ceased to be in a group with the Reporting Persons.

     

    Mr. Dubin and JMD Delaware, LLC will cease to be Reporting Persons after this filing and, accordingly, this is an exit filing for such persons.

     

    In connection with the completion of its merger of SunTrust Banks Inc. and BB&T Corp., SunTrust Delaware Trust Company changed its name to Truist Delaware Trust Company.

     

    Item 3. Source and Amount of Funds or Other Consideration

     

    No material change.

     

    Item 4. Purpose of Transaction

     

    Not applicable.

     

    Item 5. Interest in Securities of the Issuer

     

    Item 5 is hereby amended and restated in its entirety as follows:

     

    All ownership percentages set forth herein assume that there are 986,363,933 Shares outstanding, representing the total number of shares reported by Carnival Corporation as of January 13, 2022 in its Annual Report on Form 10-K filed on January 27, 2022.

     

    (a) and (b)(i)

     

    (i) B Shares, L.P. beneficially owns an aggregate of 80,736,445 Shares (approximately 8.2% 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 8.2% 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 121,136,034 Shares (approximately 12.3% of the total number of Shares outstanding), 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 trust instrument for the Nickel 2003 Revocable Trust, 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

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 14 of 17

     

     

    instrument for the Nickel 2015-94 B Trust, 35,465,423 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the last will of Ted Arison, dated July 8, 1999, 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. Micky Arison has shared dispositive and voting power with respect to the 35,465,423 Shares held by the Artsfare 2005 Trust No. 2. 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 3,251,154 Shares held by the Nickel 2003 Revocable Trust and the 1,683,012 Shares held by trusts for the benefit of Micky Arison’s children.

     

    (iv) As a result of JMD Delaware, LLC’s resignation as a distribution adviser of the Nickel 2015-94 B Trust and various trusts for the benefit of Micky Arison’s children as described above in Item 2, JMD Delaware, LLC no longer beneficially owns any Shares.

     

    (v) James M. Dubin beneficially owns an aggregate of 1,000 Shares (approximately 0.0% of the total number of Shares outstanding), which he holds directly. As a result of Mr. Dubin’s retirement, as described in Item 2, Mr. Dubin has ceased to be in a group with the Reporting Persons.

     

    (vi) Artsfare 2005 Trust No. 2 beneficially owns the 35,465,423 Shares for which it exercises shared dispositive power (approximately 3.6% of the total number of Shares outstanding).

     

    (vii) Truist Delaware Trust Company beneficially owns 35,465,423 Shares (approximately 3.6% of the total number of Shares outstanding), by virtue of being the trustee of Artsfare 2005 Trust No. 2. Truist Delaware Trust Company has shared dispositive power with respect to the 35,465,423 Shares held by Artsfare 2005 Trust No. 2. Accordingly, Truist Delaware Trust Company may be deemed to beneficially own such Shares. Truist Delaware Trust Company disclaims beneficial ownership of such Shares.

     

    (viii) Verus Protector, LLC beneficially owns an aggregate of 35,465,423 Shares (approximately 3.6% of the total Shares outstanding), by virtue of being the protector of Artsfare 2005 Trust No.2. Verus Protector, LLC has shared voting and dispositive power with respect to the 35,465,423 Shares held by Artsfare 2005 Trust No.2.

     

    (ix) Richard L. Kohan beneficially owns an aggregate of 121,138,034 Shares (approximately 12.3% of the total Shares outstanding), by virtue of being the sole member of Verus Protector, LLC, 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 voting and dispositive power with respect to the 35,465,423 Shares held by Artsfare 2005 Trust No. 2. Mr. Kohan has shared dispositive power with respect to the 3,251,154 Shares held by the Nickel 2003 Revocable Trust, the 1,683,012 Shares held by trusts for the benefit of Micky Arison’s children and the 80,736,445 Shares indirectly held by the Nickel 2015-94 B Trust. 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.

     

    (x) KLR, LLC beneficially owns an aggregate of 82,419,457 Shares (approximately 8.4% 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.

     

    (xi) Nickel 2015-94 B Trust beneficially owns an aggregate of 80,736,445 Shares (approximately 8.2% 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.

     

    (xii) The Reporting Persons, as a group, beneficially own an aggregate of 121,139,034 Shares (approximately 12.3% 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 this paragraph (a) 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.

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 15 of 17

     

     

    (e) Not applicable.

     

    Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     

    Item 6 of the Schedule 13D is amended and supplemented as follows by incorporating by reference the information set forth in Item 4 above.

     

    Item 7. Material to be Filed as Exhibits

     

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

     

    Exhibit 52 Joint Filing Agreement, dated as of February 28, 2022, among MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, JMD Delaware, LLC, James M. Dubin, Artsfare 2005 Trust No. 2, Truist Delaware Trust Company, Versus Protector, LLC, Richard L. Kohan, Nickel 2015-94 B Trust and KLR, LLC.

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 16 of 17

     

     

    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 28, 2022

     

    MA 1994 B SHARES, L.P.

    MA 1994 B SHARES, INC.

    MICKY ARISON

    JMD DELAWARE, LLC

    JAMES M. DUBIN

    ARTSFARE 2005 TRUST NO. 2

    TRUIST DELAWARE TRUST COMPANY

    VERUS PROTECTOR, LLC

    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  
         
        /s/ Richard L. Kohan  
        RICHARD L. KOHAN  

     

     

       

     

     

    CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,

    Special Voting Share: G7214F 12 2, Trust Shares: 143658 30 0

    SCHEDULE 13D Page 17 of 17

     

     

    INDEX TO EXHIBITS

     

    Exhibits

     

    Exhibit 52 Joint Filing Agreement, dated as of February 28 2022, among MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, JMD Delaware, LLC, James M. Dubin, Artsfare 2005 Trust No. 2, Truist Delaware Trust Company, Versus Protector, LLC, Richard L. Kohan, Nickel 2015-94 B Trust and KLR, LLC.

     

     

       

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