UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Carnival PLC
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(Name of Issuer)
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Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of
beneficial interest in the P&O Princess Special Voting Trust
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(Title of Class of Securities)
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14365C103
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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).
CUSIP No. 14365C103
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1
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NAMES OF REPORTING PERSONS
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Aristeia Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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11,763,507 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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11,763,507 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,763,507 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.17 %
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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| (1) |
Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to the securities described herein held by, one or more private
investment funds.
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| Item 1(a). |
Name of Issuer:
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Carnival PLC (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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3655 NW 87th Avenue
Miami, Florida 33178
| Item 2(a). |
Name of Person Filing:
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| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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| Item 2(c). |
Citizenship:
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Aristeia Capital, L.L.C.
One Greenwich Plaza, Suite 300
Greenwich, CT 06830
Delaware limited liability company
| Item 2(d). |
Title of Class of Securities:
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Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares
of beneficial interest in the P&O Princess Special Voting Trust (“Shares”)
| Item 2(e). |
CUSIP Number:
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14365C103
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
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| (a) |
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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| (b) |
☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
☐ Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
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☐ Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
☒ Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
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| (f) |
☐ Employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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| (g) |
☐ Parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
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| (h) |
☐ Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
☐ 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);
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| (j) |
☐ A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
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| (k) |
☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
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| Item 4. |
Ownership.
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The following is information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 as
of 12/31/2023.
Items 5-9 and 11 of the cover page to this Schedule 13G are incorporated herein by reference.
(a) Amount beneficially owned: 11,763,507
(b) Percent of class: 8.17 %
(c) Number of shares as to which the person has:
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Sole power to vote or to direct the vote: 11,763,507
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| (ii) |
Shared power to vote or to direct the vote: 0
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The percentage of Shares reported to be beneficially owned by the Reporting Persons is based on 143,948,824 Shares outstanding as of December
31, 2023, as reported in the Issuer’s press release issued in accordance with the FCA's Disclosure and Transparency Rules filed with the SEC on January 5, 2024.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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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 of securities, check the following ☐.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
| Item 8. |
Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
| Item 9. |
Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
| Item 10. |
Certification.
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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.
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.
Dated: February 14, 2024
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ARISTEIA CAPITAL, L.L.C.
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By:
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/s/ Andrew B. David
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Name: Andrew B. David
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Title: Chief Operating Officer
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