SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rice Brian J

(Last)

(First)

(Middle)

ROYAL CARIBBEAN CRUISES LTD

1050 CARIBBEAN WAY

(Street)

MIAMI

33132

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2009

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2009		F		206⁽¹⁾	D	$7.265⁽²⁾	50,660	D
Common Stock⁽³⁾	02/10/2009		A		92,911⁽⁴⁾	A	$0⁽⁵⁾	143,571	D
Common Stock								10,000	I	By Son⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock⁽⁷⁾	$7.265⁽²⁾	02/10/2009		A		13,764		⁽⁸⁾	02/10/2019	Common Stock	13,764	$0⁽⁹⁾	13,764	D
Option to Purchase Common Stock⁽¹⁰⁾	$7.265⁽²⁾	02/10/2009		A		50,573		⁽¹¹⁾	02/10/2019	Common Stock	50,573	$0⁽⁹⁾	50,573	D

Explanation of Responses:

1. Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of 782 shares underlying certain restricted stock units on 2/10/09.

2. Represents the average of the high and low prices for the issuer's common stock on the NYSE on 2/10/2009.

3. The reporting person was granted restricted stock units under the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan.

4. Represents the maximum number of shares of common stock underlying the restricted stock units, which vest as follows: 23,228 on each of 2/10/2010, 2/10/2011 and 2/10/2012 and 23,227 on 2/10/2013.

5. The restricted stock units were granted to the reporting person without payment thereof as compensation for serving as an executive officer of the issuer.

6. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

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

8. The option is exercisable as follows: 3,441 on each of 2/10/2010, 2/10/2011, 2/10/2012 and 2/10/2013.

9. The option was granted without payment thereof as compensation for serving as an executive officer of the issuer.

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

11. The option is exercisable as follows: 12,644 on 2/10/2010 and 12,643 on each of 2/10/2011, 2/10/2012 and 2/10/2013.

	/s/ Richard Montes de Oca, Attorney-in-Fact for Brian J. Rice	02/12/2009
	** 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 4 (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).
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