Form SCHEDULE 13D/A CARNIVAL PLC Filed by: ARISON MICKY MEIR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
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CARNIVAL PLC (Name of Issuer) |
Trust Shares (beneficial interest in Special Voting Share) (Title of Class of Securities) |
(CUSIP Number) |
Enrique Miguez, Esq. Carnival Corporation, 3655 N.W. 87th Avenue Miami, FL, 33178-2428 305-599-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MA 1994 B SHARES LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MA 1994 B SHARES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
ARISON MICKY MEIR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
RICHARD L. KOHAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
KLR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
NICKEL 2015-94B TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment 29 to Schedule 13D relates to both the trust shares (CUSIP 143658 30 0) of beneficial interests in the P&O Princess Voting Trust (the "Trust"), and the Special Voting Share (CUSIP G7214F 12 2) held by the Trust.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Trust Shares (beneficial interest in Special Voting Share) | |
| (b) | Name of Issuer:
CARNIVAL PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
3655 NW 87TH AVE, PO BOX 1347, MIAMI,
FLORIDA
, 33178. | |
Item 1 Comment:
The Schedule 13D relating to 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, and Nickel 2015-94 B Trust (collectively, the Reporting Persons). This Amendment No. 29 is being filed to reflect the completion by Carnival Corporation and Carnival plc of their previously announced DLC Unification and Redomiciliation Transactions (the "DLC Unification and Redomiciliation") on May 7, 2026, pursuant to which Carnival plc became a wholly-owned subsidiary of Carnival Corporation Ltd. In connection with the consummation of the DLC Unification and Redomiciliation, the Trust Shares beneficially owned by the Reporting Persons were surrendered to Carnival plc for no consideration, and then canceled. This is an exit filing by the Reporting Persons with respect to the Trust Shares of beneficial interests in the P&O Princess Voting Trust and the Special Voting Share held by the Trust. The Reporting Person(s) did not dispose of any Carnival Corporation securities in connection with the DLC Unification and Redomiciliation.
The Schedule 13D is hereby amended as follows: Item 1. Security and Issuer No material change. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On May 7, 2026, Carnival Corporation and Carnival plc completed the previously announced DLC Unification and Redomiciliation, pursuant to which Carnival plc became a wholly-owned subsidiary of Carnival Corporation Ltd. In connection with the consummation of the DLC Unification and Redomiciliation, the Trust Shares beneficially owned by the Reporting Person were surrendered to Carnival plc for no consideration, and then canceled. The Reporting Person(s) did not dispose of any Carnival Corporation securities in connection with the DLC Unification and Redomiciliation. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of May 7, 2026, the Reporting Persons no longer beneficially own any Trust Shares of beneficial interests in the P&O Princess Voting Trust or corresponding interests in the Special Voting Share previously held by the Trust. The Reporting Person(s) did not dispose of any Carnival Corporation securities in connection with the DLC Unification and Redomiciliation. | |
| (b) | See Item 5(a). | |
| (c) | See Item 3. | |
| (d) | See Item 5(a). | |
| (e) | See Item 5(a). | |
| Item 7. | Material to be Filed as Exhibits. | |
The following exhibits have been filed with this Schedule 13D/A. Exhibit 56 Joint Filing Agreement, dated as of May 7, 2026, among MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, Richard L. Kohan, Nickel 2015-94 B Trust, and KLR, LLC. | ||
| 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.
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ATTACHMENTS / EXHIBITS