SEC Form SC 13G/A filed by Carnival Plc (Amendment)

2/14/23 7:26:58 AM ET

Marine Transportation

Consumer Discretionary

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SC 13G/A 1 efc23-0213_formsc13ga.txt UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Carnival Plc ---------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------- (Title of Class of Securities) G19081101 --------------------- (CUSIP Number) December 31, 2022 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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). Continued on following pages Page 1 of 5 Pages SCHEDULE 13G CUSIP No.: G19081101 Page 2 of 5 Pages ................................................................................ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NORGES BANK (THE CENTRAL BANK OF NORWAY) ................................................................................ 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] N/A ................................................................................ 3. SEC Use Only ................................................................................ 4. Citizenship or Place of Organization NORWAY ................................................................................ Number of 5. Sole Voting Power 11,785,088 Shares Beneficially ................................................................ Owned by Each Reporting 6. Shared Voting Power 0 Person With ................................................................ 7. Sole Dispositive Power 11,785,088 ................................................................ 8. Shared Dispositive Power 164,533 ................................................................................ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,949,621 ................................................................................ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A ................................................................................ 11. Percent of Class Represented by Amount in Row (9) 7.55 % ................................................................................ 12. Type of Reporting Person: OO, FI CUSIP No.: G19081101 Page 3 of 5 Pages Item 1(a). Name of Issuer: Carnival Plc (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: Carnival House, 100 Harbour Parade Southampton SO15 1ST, United Kingdom Item 2(a). Name of Person Filing: This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): NORGES BANK (CENTRAL BANK OF NORWAY) Item 2(b). Address of Principal Business Office or, if None, Residence: Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway Item 2(c). Citizenship: Norwegian Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: G19081101 Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); (e) [ ] An investment adviser in accordance with rule 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with rule 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [X] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J) please specify the type of institution: investment adviser. CUSIP No.: G19081101 Page 4 of 5 Pages Item 4(a)-(c)(iv). Ownership: Items 5-11 of the cover pages are incorporated by reference. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Certain shares reported herein are invested on behalf of the Government of Norway. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under section 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the investment management division of Norges Bank, the central bank of Norway, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. CUSIP No.: G19081101 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORGES BANK Date: February 14, 2023 By: /s/ Stanislav Boiadjiev ---------------------- Name: Stanislav Boiadjiev Title: Lead Regulatory Compliance Advisor

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Date

Price Target

Rating

Analyst

7/14/2021

Sell → Hold

Berenberg

SEC Form SC 13G/A filed by Carnival Plc (Amendment)

2/14/23 7:26:58 AM ET

$CUK

Marine Transportation

Consumer Discretionary

Get the next $CUK alert in real time by email

Date

Price Target

Rating

Analyst

7/14/2021

Sell → Hold

Berenberg

SEC Form SC 13G/A filed by Carnival Plc (Amendment)

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SEC Form SC 13G/A filed by Carnival Plc (Amendment)

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Insider Trading

Chairman of the Board Arison Micky Meir received a gift of 739,492 units of Trust Shares (SEC Form 4)

Director Band Sir Jonathon sold $371,912 worth of Trust Shares (12,500 units at $29.75), decreasing direct ownership by 16% to 64,406 units (SEC Form 4)

CFO & CAO Bernstein David sold $2,398,533 worth of Trust Shares (105,010 units at $22.84), decreasing direct ownership by 43% to 140,053 units (SEC Form 4)

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SEC Filings

Carnival Plc filed SEC Form 8-K: Regulation FD Disclosure

Amendment: SEC Form SCHEDULE 13G/A filed by Carnival Plc

Carnival Plc filed SEC Form 8-K: Leadership Update

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Press Releases

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Insider Purchases

Weisenburger Randall J bought $1,150,000 worth of Trust Shares (100,000 units at $11.50), increasing direct ownership by 36% to 378,368 units (SEC Form 4)

Weisenburger Randall J bought $4,544,785 worth of Trust Shares (350,000 units at $12.99) (SEC Form 4)

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Analyst Ratings

Carnival plc upgraded by Berenberg

Carnival plc upgraded by Macquarie

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Leadership Updates

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Carnival Corporation Executive Vicky Rey Appointed to Champions 12.3 Global Coalition

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Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Carnival Plc