SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bayley Michael W

(Last)

(First)

(Middle)

ROYAL CARIBBEAN CRUISES LTD.

1050 CARIBBEAN WAY

(Street)

MIAMI

33132

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2010

3. Issuer Name and Ticker or Trading Symbol
ROYAL CARIBBEAN CRUISES LTD [ RCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, International

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	25,907	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock⁽²⁾	⁽³⁾	03/17/2014	Common Stock	9,165	$40.06⁽⁴⁾	D
Option to Purchase Common Stock⁽⁵⁾	⁽³⁾	02/10/2015	Common Stock	5,511	$47.925⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽³⁾	02/10/2015	Common Stock	197	$47.925⁽⁴⁾	D
Option to Purchase Common Stock⁽⁵⁾	⁽³⁾	02/06/2016	Common Stock	3,000	$44.41⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽³⁾	02/06/2016	Common Stock	5,834	$44.41⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽⁶⁾	06/06/2016	Common Stock	6,266	$37.65⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽⁷⁾	02/01/2017	Common Stock	11,399	$45.295⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽⁸⁾	02/11/2018	Common Stock	17,573	$38.305⁽⁴⁾	D
Option to Purchase Common Stock⁽²⁾	⁽⁹⁾	09/03/2018	Common Stock	22,273	$28.895⁽⁴⁾	D
Option to Purchase Common Stock⁽¹⁰⁾	⁽¹¹⁾	02/10/2019	Common Stock	6,884	$7.265⁽⁴⁾	D
Option to Purchase Common Stock⁽¹²⁾	⁽¹³⁾	02/10/2019	Common Stock	9,820	$7.265⁽⁴⁾	D
Option to Purchase Common Stock⁽¹⁰⁾	⁽¹⁴⁾	02/08/2020	Common Stock	13,244	$25.16⁽⁴⁾	D
Option to Purchase Common Stock⁽¹²⁾	⁽¹⁵⁾	02/08/2020	Common Stock	1,838	$25.16⁽⁴⁾	D
Option to Purchase Common Stock⁽¹²⁾	⁽¹⁶⁾	05/18/2020	Common Stock	1,755	$31.24⁽⁴⁾	D

Explanation of Responses:

1. Includes 8,152 shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2000 Stock Award Plan, which vests as follows: 498 on 6/6/2010; 828 on 2/1/2011; 1,142 on each of 2/11/2011 and 2/11/2012; 1,514 on each of 9/3/2010, 9/3/2011 and 9/3/2012 and includes 7,755 shares of common stock underlying restricted stock units granted to the reporting person under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, which vests as follows: 1,739 on each of 2/8/2011, 2/8/2012 and 2/8/2013 and 1,738 on 2/8/2014; 200 on each of 5/18/2011, 5/18/2012, 5/18/2013 and 5/18/2014.

2. The reporting person was granted the nonqualified stock option under the Royal Caribbean Cruises Ltd. 2000 Stock Award Plan.

3. Immediately.

4. Represents the average of the high and low prices of the issuer's common stock on the NYSE on the date of the grant.

5. The reporting person was granted the incentive stock option under the Royal Caribbean Cruises Ltd. 2000 Stock Award Plan.

6. The option is exercisable as follows: 4,700 shares are exercisable immediately and 1,566 shares are exercisable on 6/6/2010.

7. The option is exercisable as follows: 8,550 shares are exercisable immediately and 2,849 shares are exercisable on 2/1/2011.

8. The option is exercisable as follows: 8,787 shares are exercisable immediately and 4,393 shares are exercisable on each of 2/11/2011 and 2/11/2012.

9. The option is exercisable as follows: 5,569 shares are exercisable immediately and 5,568 shares are exercisable on each of 9/3/2010, 9/3/2011 and 9/3/2012.

10. The reporting person was granted the incentive stock option under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan.

11. The option is exercisable as follows: 2,295 shares are exercisable on each of 2/10/2011 and 2/10/2012 and 2,294 shares are exercisable on 2/10/2013.

12. The reporting person was granted the nonqualified stock option under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan.

13. The option is exercisable as follows: 3,274 shares are exercisable on 2/10/2011 and 3,273 shares are exercisable on each of 2/10/2012 and 2/10/2013.

14. The option is exercisable as follows: 3,311 shares are exercisable on each of 2/8/2011, 2/8/2012, 2/8/2013 and 2/8/2014.

15. The option is exercisable as follows: 460 shares are exercisable on each of 2/8/2011 and 2/8/2012 and 459 shares are exercisable on each of 2/8/2013 and 2/8/2014.

16. The option is exercisable as follows: 439 shares are exercisable on each of 5/18/2011, 5/18/2012 and 5/18/2013 and 438 shares are exercisable on 5/18/2014.

Remarks:

EXHIBIT LIST: Exhibit 24: Limited Power of Attorney for Section 16 Reporting Obligations.

	/s/ Michael W. Bayley	05/24/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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