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. 26)*

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, Artsfare 2005 Trust No. 2, Truist Delaware Trust Company (formerly known as SunTrust Delaware Trust Company), Verus Protector, LLC, Richard L. Kohan, KLR, LLC, Nickel 2015-94B Trust and Bessemer Trust Company of Delaware, N.A. (“Bessmer Trust Company”) (collectively, the “Reporting Persons”). This Amendment No. 26 is being filed to reflect the addition of Bessemer Trust Company and to reflect an exit filing by Truist Delaware Trust Company, both in connection with Bessemer Trust Company’s replacement of Truist Delaware Trust Company as trustee of Artsfare 2005 Trust No. 2. The Schedule 13D is hereby amended as follows:

No material change.

On January 17, 2023, Bessemer Trust Company of Delaware, N.A. was appointed, and replaced Truist Delaware Trust Company as, trustee of Artsfare 2005 Trust No. 2. As a result, Truist Delaware Trust Company is no longer the beneficial owner of any shares and has ceased to be in a group with the Reporting Persons.

Truist Delaware Trust Company will cease to be a Reporting Person after this filing and, accordingly, this is its exit filing.

Bessemer Trust Company is a national trust bank chartered and regulated by the Office of the Comptroller of the Currency.  Its principal offices are located at 20 Montchanin Road Suite 1500, Wilmington, Delaware 19807.  Bessemer Trust Company primarily engages in fiduciary activities and provides wealth management advice and solutions. 

During the last five years, Bessemer Trust Company has not:

No material change.

Not applicable.

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

All ownership percentages set forth herein assume that there are 1,112,706,805Shares outstanding, representing the total number of shares reported by Carnival Corporation as of September 22, 2022 in its Quarterly Report on Form 10-Q filed on September 30, 2022.

(a) and (b)(i)

(i) B Shares, L.P. beneficially owns an aggregate of 80,736,445 Shares (approximately 7.3% 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 7,3% 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 10.9% 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, 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, 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 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 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.

(iv) Artsfare 2005 Trust No. 2 beneficially owns the 35,465,423 Shares for which it exercises shared dispositive power (approximately 3.2% of the total number of Shares outstanding).

(v) Because it has ceased to be the trustee for Artsfare 2005 Trust No. 2, Truist Delaware Trust Company no longer beneficially owns any Shares.

(vi) Verus Protector, LLC beneficially owns an aggregate of 35,465,423 Shares (approximately 3.2% 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.

(vii) Richard L. Kohan beneficially owns an aggregate of 121,138,034 Shares (approximately 10.9% 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 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 7.3% 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.

(x) Bessemer Trust Company beneficially owns 35,465,423 Shares (approximately 3.2% of the total number of Shares outstanding), by virtue of being the trustee of Artsfare 2005 Trust No. 2. Bessemer Trust Company has shared dispositive power with respect to the 35,465,423 Shares held by Artsfare 2005 Trust No. 2. Accordingly, Bessemer Trust Company may be deemed to beneficially own such Shares. Bessemer Trust Company disclaims beneficial ownership of such Shares.

(xi) The Reporting Persons, as a group, beneficially own an aggregate of 121,139,034 Shares (approximately 10.9% 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.

(e) Not applicable.

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: January 27, 2023

MA 1994 B SHARES, L.P.

MA 1994 B SHARES, INC.

MICKY ARISON

ARTSFARE 2005 TRUST NO. 2

TRUIST DELAWARE TRUST COMPANY

VERUS PROTECTOR, LLC

NICKEL 2015-94 B TRUST

INDEX TO EXHIBITS

Exhibits