Form 6-K

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