UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated 21 September 2016

Commission File Number: 001-31318

GOLD FIELDS LIMITED

(Translation of registrant’s name into English)

150 Helen Rd.

Sandown, Sandton 2196

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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): _____

Gold Fields Limited
Reg. No. 1968/004880/06)

Incorporated in the Republic of South Africa)

Share Code: GFI

ISIN Code: ZAE000018123

DEALING IN SECURITIES BY A DIRECTOR OF MAJOR SUBSIDIARIES

In compliance with paragraphs 3.63 - 3.74 of the Listings

Requirements of JSE Limited, shareholders are advised that Gold

Fields Limited has awarded on 25 August 2016 (“the Award Date”),

Award effective 1 March 2016, Conditional Performance Shares to a

director of major subsidiaries of Gold Fields in terms of the

Gold Fields Limited 2012 Share Plan as set out below. The award

was accepted on 18 September 2016.

Performance Shares (PS) are conditionally awarded, based on a share
price of R62.958 being the 3 day VWAP of 18, 19, 20 May 2016. The

number of PS which may settle to a participant on vesting date i.e.

three years from effective date of the award, will be determined by

the company achieving pre-determined performance conditions as

follows:

Relative TSR - measured against the performance of ten other major
gold mining companies based on the Gold Fields share price compared
to the basket of respective US dollar share prices of the peer

group,

Absolute TSR - Gold Fields share price measured at the start and the
end of the performance period.

Free Cash Flow Margin – achievement of pre-determined FCFM target.
The number of shares to be settled will range from 0% to 200% of the

initial conditional award.

Name

Richard Weston

Position

Director of Major Subsidiaries

Gold Fields Australia (Pty)

Ltd, GSM Holding Company

Limited, Darlot Holding Company

(Pty) Limited

No of PS awarded and accepted

158 913

Class of underlying security to

which rights attach

Ordinary shares

Nature of transaction

Off market acceptance of

Performance Shares awarded

Vesting Period

Performance Shares vest on
third anniversary of effective

Award date

Nature of interest

Direct and Beneficial

In accordance with section 3.66 of the Listings Requirements, the
necessary clearance was obtained to Award the abovementioned

Performance Shares.

21 September 2016

Sponsor:

JP Morgan Equities Limited

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 authorised.

GOLD FIELDS LIMITED

Dated: 21 September 2016

By:

/s/ Nicholas J. Holland

Name:

Nicholas J. Holland

Title:

Chief Executive Officer