Form 6-K
________________________________UNITED STATES
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
February 2020
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 office)
________________________________
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 [ X ] 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 [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Director/PDMR Shareholding
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
February 4, 2020
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”), subject to performance conditions determined by the Remuneration Committee and Remuneration Committee discretion, as set out below.
| LONG TERM INCENTIVE PLAN | |||
| PDMR | DATE OF AWARD | SHARE TYPE | NUMBER OF SHARES AWARDED |
| Ben van Beurden | January 31, 2020 | RDSA | 200,589 |
| Jessica Uhl | January 31, 2020 | RDS.A | 59,062 |
| Harry Brekelmans | January 31, 2020 | RDSA | 55,000 |
| Ronan Cassidy | January 31, 2020 | RDSB | 47,000 |
| Donny Ching | January 31, 2020 | RDSA | 41,000 |
| Wael Sawan | January 31, 2020 | RDSA | 70,000 |
| Huibert Vigeveno | January 31, 2020 | RDSA | 55,000 |
| Maarten Wetselaar | January 31, 2020 | RDSA | 55,000 |
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.
Anthony Clarke
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 | 23.75 |
| Volume | 200,589 |
| Total | 4,763,988.75 |
| Aggregated information Volume Price Total |
200,589 23.75 4,763,988.75 |
| Date of transaction | January 31, 2020 |
| Place of transaction | Outside a trading venue |
1. Details of the person discharging managerial responsibilities/person closely associated | |
| First Name(s) | Jessica |
| Last Name(s) | Uhl |
| 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 | A American Depository Shares (RDS.A) |
| Identification Code | US7802592060 |
| Nature of the transaction | Conditional award of performance shares of Royal Dutch Shell plc under the Long Term Incentive Plan (LTIP) |
| Currency | USD |
| Price | 52.15 |
| Volume | 59,062 |
| Total | 3,080,083.30 |
| Aggregated information Volume Price Total |
59,062 52.15 3,080,083.30 |
| Date of transaction | January 31, 2020 |
| 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 | 23.75 |
| Volume | 55,000 |
| Total | 1,306,250.00 |
| Aggregated information Volume Price Total |
55,000 23.75 1,306,250.00 |
| Date of transaction | January 31, 2020 |
| 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 | 20.00 |
| Volume | 47,000 |
| Total | 940,000.00 |
| Aggregated information Volume Price Total |
47,000 20.00 940,000.00 |
| Date of transaction | January 31, 2020 |
| 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 | 23.75 |
| Volume | 41,000 |
| Total | 973,750.00 |
| Aggregated information Volume Price Total |
41,000 23.75 973,750.00 |
| Date of transaction | January 31, 2020 |
| Place of transaction | Outside a trading venue |
1. Details of the person discharging managerial responsibilities/person closely associated | |
| First Name(s) | Wael |
| Last Name(s) | Sawan |
| 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 | 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 | 23.75 |
| Volume | 70,000 |
| Total | 1,662,500.00 |
| Aggregated information Volume Price Total |
70,000 23.75 1,662,500.00 |
| Date of transaction | January 31, 2020 |
| Place of transaction | Outside a trading venue |
1. Details of the person discharging managerial responsibilities/person closely associated | |
| First Name(s) | Huibert |
| Last Name(s) | Vigeveno |
| 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 | 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 | 23.75 |
| Volume | 55,000 |
| Total | 1,306,250.00 |
| Aggregated information Volume Price Total |
55,000 23.75 1,306,250.00 |
| Date of transaction | January 31, 2020 |
| 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 | 23.75 |
| Volume | 55,000 |
| Total | 1,306,250.00 |
| Aggregated information Volume Price Total |
55,000 23.75 1,306,250.00 |
| Date of transaction | January 31, 2020 |
| 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 333-222005 and 333-222005-01); and
b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821, 333-200953, 333-215273, 333-222813 and 333-228137).
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) | ||
| Date: February 4, 2020 | /s/ Anthony Clarke | |
| Anthony Clarke | ||
| Deputy Company Secretary | ||