Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 25, 2021

BHP GROUP LIMITED

(ABN 49 004 028 077)

(Exact name of Registrant as specified in its charter)

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organisation)

171 COLLINS STREET, MELBOURNE,

VICTORIA 3000 AUSTRALIA

(Address of principal executive offices)

BHP GROUP PLC

(REG. NO. 3196209)

(Exact name of Registrant as specified in its charter)

ENGLAND AND WALES

(Jurisdiction of incorporation or organisation)

NOVA SOUTH, 160 VICTORIA STREET

LONDON, SW1E 5LB

UNITED KINGDOM

(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 the registrant by furnishing the information contained in this Form 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): n/a

LOGO

24 November 2021

ASX Listing Rules Appendix 3Y

Change of Director’s Interest Notice


Name of entities	BHP Group Limited	BHP Group Plc
	ABN 49 004 028 077	REG NO 3196209

We (the entities) give the ASX the following information under listing rule 3.19A. 2 and as agent for the director for the purposes of section 205G of the Corporations Act.


Name of Director		Mike Henry

Date of last notice		20 August 2021

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.


Direct or indirect interest		Direct

Nature of indirect interest (including registered holder)		-

Date of change		23 November 2021

No. of securities held prior to change		Ordinary shares: BHP Group Limited 325,330 – Direct BHP Group Plc 196,262 – Direct Options and other rights: BHP Group Limited 684,303 Maximum number of Long Term Incentive Plan awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan). 88,696 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan).

Class		Long Term Incentive Plan Awards Cash and Deferred Plan Awards

Number acquired		107,183 Long Term Incentive Plan Awards 49,304 Cash and Deferred Plan Awards (vesting after two years) 49,304 Cash and Deferred Plan Awards (vesting after five years)


Number disposed		-

Value/Consideration		-

No. of securities held after change		Ordinary shares: BHP Group Limited 325,330 – Direct BHP Group Plc 196,262 – Direct Options and other rights: BHP Group Limited 791,486 Maximum number of Long Term Incentive Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan). 187,304 Cash and Deferred Plan Awards (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan).

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		This notification is in respect of the award of the grant of Long Term Incentive Plan Awards and Cash and Deferred Plan Awards approved by shareholders at the BHP Group’s 2021 Annual General Meetings.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.


Detail of contract		-

Nature of interest		-

Name of registered holder (if issued securities)		-

Date of change		-

No. and class of securities to which interest related prior to change		-

Interest acquired		-

Interest disposed		-

Value/Consideration		-

Interest after change		-

Part 3 – Closed period


Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required?		No.

If so, was prior written clearance provided to allow the trade to proceed during this period?		Under BHP’s Securities Dealing Policy a Director cannot deal in BHP Group Securities without prior written clearance. This requirement applies to all dealings, including those that occur outside of a Closed Period.

If prior written clearance was provided, on what date was this provided?		N/A

Part 4 – Contact details


Name of authorised officers responsible for making this notification on behalf of the entities		Stefanie Wilkinson Group Company Secretary

Contact details		Stefanie Wilkinson Tel: +61 417 257 174


BHP Group Limited ABN 49 004 028 077		BHP Group Plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28		LEI 549300C116EOWV835768
Registered in Australia		Registered in England and Wales
Registered Office: Level 18, 171 Collins Street		Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia		London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015		Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Group which is headquartered in Australia

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.