Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 20 2021 - 7:47AM
Edgar (US Regulatory)
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
August 20, 2021
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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)
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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)
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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
BHP GROUP PLC and BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Mike Henry
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2
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Reason for the notification
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a)
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Position/status
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PDMR (Chief Executive Officer)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted.
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a)
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Description of the financial instrument, type of instrument
Identification code
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BHP Group Limited ordinary shares
ISIN: AU000000BHP4
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b)
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Nature of the transaction
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1. The acquisition of 17,420 ordinary shares in BHP Group Limited following
the vesting of Deferred Shares under the FY2019 Short Term Incentive Plan and 1,383 ordinary shares in BHP Group Limited in accordance with the Groups policy on Dividend Equivalent Payments.
2. The acquisition of 192,360
ordinary shares in BHP Group Limited following the vesting of the Long Term Incentive Plan 2016 awards and 34,260 ordinary shares in BHP Group Limited in accordance with the Groups policy on Dividend Equivalent Payments. *
3. The on-market sale of 119,072
ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1 and 2.
* The five-year performance period for the 2016 Long Term Incentive Plan ended on 30 June 2021. Mike Henrys 2016 Long Term Incentive Plan award comprised
192,360 awards (awarded prior to his appointment as CEO), subject to achievement of the relative Total Shareholder Return performance conditions and any discretion applied by the Remuneration Committee. For the award to vest in full, Total
Shareholder Return must exceed a Peer Group Total Shareholder Return (for 67 per cent of the award) and an Index Total Shareholder Return (for 33 per cent of the award) by an average of 5.5 per cent per year for five years, being 30.7 per cent in
total compounded over the performance period from 1 July 2016 to 30 June 2021. Total Shareholder Return includes returns to BHP shareholders in the form of share price movements along with dividends paid and reinvested in BHP (including cash and
in-specie dividends). BHPs Total Shareholder Return performance was positive 266.5 per cent over the five-year period from 1 July 2016 to 30 June 2021. This is above the weighted median Peer Group Total Shareholder Return of positive 213.9 per
cent and below the Index Total Shareholder Return of positive 99.8 per cent over the same period. This level of performance results in 100 per cent vesting for the 2016 Long Term Incentive Plan awards. The Remuneration Committee considers its
discretion carefully each year. It considers performance holistically over the five-year period. Having undertaken this review, the Remuneration Committee chose not to exercise its discretion and allowed 100 per cent of the 2016 Long Term Incentive
Plan awards to vest. Further detail in respect of the 2016 Long Term Incentive Plan awards will be provided in BHPs 2021 Remuneration Report which will be released to shareholders in September 2021.
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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1. Nil
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18,803
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2. Nil
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226,620
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3. 44.53
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119,072
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d)
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Aggregated information
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N/A
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- Aggregated volume
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- Price
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e)
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Date of the transaction
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1. 2021-08-18
2. 2021-08-18
3. 2021-08-19
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f)
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Place of the transaction
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1. Outside a trading venue
2. Outside a trading venue
3. Australian Securities Exchange (XASX)
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Gary Goldberg
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2
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Reason for the notification
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a)
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Position/status
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PDMR (Non-executive Director)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted.
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a)
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Description of the financial instrument, type of instrument
Identification code
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BHP Group Limited American Depository Shares (ADSs)
ISIN: US0886061086
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b)
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Nature of the transaction
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The on-market purchase of 1,000 American Depository Shares (ADSs) (representing 2,000 ordinary shares) in BHP Group Limited.
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c)
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Price(s) and volume(s)
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Price
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Volume
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1. USD 65.500
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500
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2. USD 62.870
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200
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3. USD 62.875
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300
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d)
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Aggregated information
- Aggregated volume
- Price
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1,000 ADSs representing 2,000 ordinary shares in BHP Group Limited
USD 64.187
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e)
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Date of the transaction
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1. 2021-08-18
2. 2021-08-19
3. 2021-08-19
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f)
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Place of the transaction
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1. New York Stock Exchange (NYSE)
2. New York Stock Exchange (NYSE)
3. New York Stock Exchange (NYSE)
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1
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Details of the person discharging managerial responsibilities / persons closely associated
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a)
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Name
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Christine OReilly
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2
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Reason for the notification
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a)
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Position/status
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PDMR (Non-executive Director)
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b)
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Initial notification/Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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BHP Group Plc
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b)
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LEI
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549300C116EOWV835768
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4
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted.
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a)
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Description of the financial instrument, type of instrument
Identification code
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BHP Group Limited ordinary shares
ISIN: AU000000BHP4
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b)
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Nature of the transaction
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The on-market purchase of 2,000 ordinary shares in BHP Group Limited.
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c)
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Price(s) and volume(s)
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Price
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Volume
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AUD 44.39
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2,000
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d)
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Aggregated information
- Aggregated volume
- Price
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2,000 ordinary shares in BHP Group Limited
AUD 44.39
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e)
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Date of the transaction
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2021-08-20
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f)
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Place of the transaction
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Australian Securities Exchange (XASX)
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SIGNATURES
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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.
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BHP Group Limited and BHP Group Plc
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Date: August 20, 2021
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By:
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/s/ Stefanie Wilkinson
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Name:
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Stefanie Wilkinson
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Title:
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Group Company Secretary
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