FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of February 2017
Commission File Number 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐. No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
The following is the text of an announcement released to the London Stock Exchange by Royal Dutch Shell plc on February 6, 2017
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
February 6, 2017
Royal Dutch Shell plc announces that each of the following Persons Discharging Managerial Responsibilities (“PDMRs”) have been made a conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (“LTIP”) as set out below.
In addition, the Deferred Bonus Plan (“DBP”) table below shows for each PDMR the number of Royal Dutch Shell plc shares deferred under the DBP representing 50% of their annual bonus for performance year 2016.
Details of the LTIP and DBP can be found in the Royal Dutch Shell plc Annual Report and Form 20-F for the year ended December 31, 2015 (www.shell.com/annualreport).
| LONG TERM INCENTIVE PLAN |
| |||||||
| PDMR |
DATE OF AWARD | SHARE TYPE | NUMBER OF SHARES AWARDED |
|||||
| Ben van Beurden |
February 3, 2017 | RDSA | 198,900 | |||||
| John Abbott |
February 3, 2017 | RDSB | 50,000 | |||||
| Harry Brekelmans |
February 3, 2017 | RDSA | 50,000 | |||||
| Andrew Brown |
February 3, 2017 | RDSB | 50,000 | |||||
| Ronan Cassidy |
February 3, 2017 | RDSB | 42,000 | |||||
| Donny Ching |
February 3, 2017 | RDSA | 36,000 | |||||
| Maarten Wetselaar |
February 3, 2017 | RDSA | 50,000 | |||||
| DEFERRED BONUS PLAN |
| |||||||
| PDMR |
DATE OF AWARD | SHARE TYPE | NUMBER OF SHARES AWARDED |
|||||
| Ben van Beurden |
February 3, 2017 | RDSA | 47,114 | |||||
| Simon Henry |
February 3, 2017 | RDSB | 25,339 | |||||
| John Abbott |
February 3, 2017 | RDSB | 17,439 | |||||
| Harry Brekelmans |
February 3, 2017 | RDSA | 15,901 | |||||
| Andrew Brown |
February 3, 2017 | RDSB | 18,096 | |||||
| Ronan Cassidy |
February 3, 2017 | RDSB | 12,144 | |||||
| Donny Ching |
February 3, 2017 | RDSA | 14,750 | |||||
| Maarten Wetselaar |
February 3, 2017 | RDSA | 17,000 | |||||
The Notification of Dealing Form for each PDMR can be found below.
This notification is made in accordance with Article 19 of the EU Market Abuse Regulation.
Mark Edwards
Deputy Company Secretary
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
Shell Investor Relations
Europe: + 31 70 377 4540
United States: +1 832 337 2034
LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of a Member State.
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Ben | |
| Last Name(s) | van Beurden | |
| 2. Reason for the notification | ||
| Position/status | Chief Executive Officer | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 198,900 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
198,900 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | John | |
| Last Name(s) | Abbott | |
| 2. Reason for the notification | ||
| Position/status | Downstream Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 50,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
50,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Harry | |
| Last Name(s) | Brekelmans | |
| 2. Reason for the notification | ||
| Position/status | Projects & Technology Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 50,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
50,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Andrew | |
| Last Name(s) | Brown | |
| 2. Reason for the notification | ||
| Position/status | Upstream Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 50,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
50,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Ronan | |
| Last Name(s) | Cassidy | |
| 2. Reason for the notification | ||
| Position/status | Chief Human Resources & Corporate Officer | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 42,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
42,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Donny | |
| Last Name(s) | Ching | |
| 2. Reason for the notification | ||
| Position/status | Legal Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 36,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
36,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Maarten | |
| Last Name(s) | Wetselaar | |
| 2. Reason for the notification | ||
| Position/status | Integrated Gas and New Energies Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 50,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
50,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Ben | |
| Last Name(s) | van Beurden | |
| 2. Reason for the notification | ||
| Position/status | Chief Executive Officer | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 47,114 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
47,114 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Simon | |
| Last Name(s) | Henry | |
| 2. Reason for the notification | ||
| Position/status | Chief Financial Officer | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 25,339 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
25,339 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | John | |
| Last Name(s) | Abbott | |
| 2. Reason for the notification | ||
| Position/status | Downstream Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 17,439 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
17,439 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Harry | |
| Last Name(s) | Brekelmans | |
| 2. Reason for the notification | ||
| Position/status | Projects & Technology Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 15,901 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
15,901 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Andrew | |
| Last Name(s) | Brown | |
| 2. Reason for the notification | ||
| Position/status | Upstream Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 18,096 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
18,096 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Ronan | |
| Last Name(s) | Cassidy | |
| 2. Reason for the notification | ||
| Position/status | Chief Human Resources & Corporate Officer | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | B ordinary shares of €0.07 each | |
| Identification Code | GB00B03MM408 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | GBP | |
| Price | NIL | |
| Volume | 12,144 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
12,144 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Donny | |
| Last Name(s) | Ching | |
| 2. Reason for the notification | ||
| Position/status | Legal Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 14,750 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
14,750 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) | Maarten | |
| Last Name(s) | Wetselaar | |
| 2. Reason for the notification | ||
| Position/status | Integrated Gas and New Energies Director | |
| Initial notification/ amendment | Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity | Royal Dutch Shell plc | |
| Legal Entity Identifier code | 21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument | A ordinary shares of €0.07 each | |
| Identification Code | GB00B03MLX29 | |
| Nature of the transaction | Deferment of Royal Dutch Shell plc shares under the Deferred Bonus Plan representing 50% of annual bonus for performance year 2016 | |
| Currency | EUR | |
| Price | NIL | |
| Volume | 17,000 | |
| Total | N/A | |
| Aggregated information Volume Price Total |
17,000 NIL N/A | |
| Date of transaction | February 3, 2017 | |
| Place of transaction | Outside a trading venue | |
This Report on Form 6-K is incorporated by reference into:
a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-199736 and 333-199736-01); and
b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821 and 333-200953).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Royal Dutch Shell plc (Registrant) | ||
| By: | /s/ M Edwards | |
| Name: M Edwards | ||
| Title: Deputy Company Secretary | ||
Date: February 7, 2017