BHP Group Limited - Director's Dealing 2015

6-K 1 d59256d6k.htm FORM 6-K Form 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

December 7, 2015

BHP BILLITON LIMITED	BHP BILLITON PLC
(ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)	(REG. NO. 3196209) (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)	ENGLAND AND WALES (Jurisdiction of incorporation or organisation) NEATHOUSE PLACE, VICTORIA, LONDON, 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: x 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 x No

If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

Company Secretariat
BHP Billiton Limited	BHP Billiton Plc
171 Collins Street	Neathouse Place
Melbourne Victoria 3000 Australia	London SW1V 1LH UK
GPO BOX 86	Tel +44 20 7802 4000
Melbourne Victoria 3001 Australia	Fax + 44 20 7802 4111
Tel +61 1300 55 47 57 Fax +61 3 9609 3015	bhpbilliton.com
bhpbilliton.com

7 December 2015

To: Australian Securities Exchange	cc: New York Stock Exchange
London Stock Exchange	JSE Limited

Notification of Change of Interests of

Persons Discharging Managerial Responsibility

(Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority)

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

As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Limited or BHP Billiton Plc have primary or secondary listings, all those interests of directors and persons discharging managerial responsibilities of both entities in the securities of both entities (and changes to those interests) which are required to be disclosed under the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Groups Securities Dealing document.

We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Groups Securities Dealing document.

This notification is in respect of:

Peter Beaven;

Tony Cudmore;

Tim Cutt;

Dean Dalla Valle;

Geoff Healy;

Mike Henry;

Danny Malchuk;

Athalie Williams; and

Jimmy Wilson.

Name of person discharging managerial responsibilities	Peter Beaven
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Peter Beaven has a direct interest of 236,639 ordinary shares in BHP Billiton Limited.
	Peter Beavens spouse also holds 1,446 ordinary shares in BHP Billiton Limited.
	No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Included in this Part are only details of options or other rights granted which have changed, save for the total number of securities over which options or other rights are held following this notification.

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 40,921 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 400,602 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 80,758 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 39,282 maximum number of Transitional GMC Awards (ordinary
shares of BHP Billiton Limited)
	520,642 Total

Any additional information
To ensure executives do not receive a larger number of awards in light of the lower BHP Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining
the share price and exchange rate of 5 November 2015 throughout the period from 6 November 2015 to the grant date. This results in a lower number of awards being allocated than otherwise would have been the case.

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Tony Cudmore
Date of last notice	26 May 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	112,418 Performance Shares (BHP Billiton Limited) under the LTIP 33,218 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 210,797 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 43,697 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 254,494 Total

Any additional information
To ensure executives do not receive a larger number of awards in light of the lower BHP Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining
the share price and exchange rate of 5 November 2015 throughout the period from 6 November 2015 to the grant date. This results in a lower number of awards being allocated than otherwise would have been the case.

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Tim Cutt
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Tim Cutt has an indirect interest of 78,567 ordinary shares in BHP Billiton Limited and an indirect interest in 940 ordinary shares in BHP Billiton Limited (held as 470 ADRs) held on behalf of Tim Cutt as beneficial owner.
	No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 49,105 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 400,602 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 89,767 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP
	39,282 maximum number of Transitional GMC Awards (ordinary shares of BHP Billiton Limited) 529,651 Total

Any additional information
To ensure executives do not receive a larger number of awards in light of the lower BHP Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining
the share price and exchange rate of 5 November 2015 throughout the period from 6 November 2015 to the grant date. This results in a lower number of awards being allocated than otherwise would have been the case.

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Dean Dalla Valle
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Dean Dalla Valle has a direct interest in 83,438 ordinary shares in BHP Billiton Limited. Dean Dalla Valle also holds an indirect interest in 21,144 ordinary shares in BHP Billiton
Limited. Dean Dalla Valles spouse also holds 43,582 ordinary shares in BHP
Billiton Limited. No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 40,921 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 400,602 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 84,809 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 39,282 maximum number of Transitional GMC Awards (ordinary
shares of BHP Billiton Limited) 524,693 Total

Any additional information This notification is in respect of the award of Performance Shares under the LTIP and Deferred Shares under the STIP. To ensure executives do not receive a larger number of awards in light of the lower BHP Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining the share price and exchange rate of 5 November 2015 throughout the period from 6 November 2015 to the grant date. This results in a lower number of awards being allocated than otherwise would have been the case.

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Geoff Healy
Date of last notice	26 May 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Geoff Healys spouse holds 3,000 ordinary shares in BHP Billiton Limited. No change to these interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 49,105 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise	Nil
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 400,602 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 91,980 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 492,582 Total

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Mike Henry
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Mike Henry has a direct interest in 18,875 ordinary shares in BHP Billiton Limited and 111,591 ordinary shares in BHP Billiton Plc. Mike Henry also has an indirect interest in 19,164 ordinary shares in BHP Billiton Limited
and 68,952 ordinary shares in BHP Billiton Plc. No change in beneficial
interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	192,360 Performance Shares (BHP Billiton Limited) under the LTIP 45,542 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise

| Total number of securities over which options or other rights held at the date of this notice | BHP Billiton Plc: 130,922 maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP 21,533 maximum number of Transitional GMC Awards (ordinary shares of BHP Billiton
Plc) 152,455 Total BHP Billiton Limited: 440,663 maximum number of Performance Shares (ordinary shares of BHP Billiton
Limited) under the LTIP 93,117 maximum number of Deferred Shares (ordinary
shares of BHP Billiton Limited) under the STIP 533,780 Total |
| --- | --- |
| Any additional information | This notification is in respect of the award of Performance Shares under the LTIP and Deferred Shares under the STIP. To ensure executives do not receive a larger number of awards in light of the lower BHP
Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining the share price and exchange rate of 5 November 2015 throughout the period from 6 November 2015 to the
grant date. This results in a lower number of awards being allocated than otherwise would have been the case. |

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Danny Malchuk
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Danny Malchuk has a direct interest of 52,687 ordinary shares in BHP Billiton Limited.
	Danny Malchuk also has an indirect interest in 34,240 ordinary shares in BHP Billiton Limited.
	No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 40,921 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 384,104 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 78,314 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 33,390 maximum number of Transitional GMC Awards (ordinary
shares of BHP Billiton Limited) 495,808 Total

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Athalie Williams
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP), of Deferred Shares under the Short Term Incentive Plan (STIP), of Deferred Shares under the Group Short Term Incentive Plan (GSTIP) and of
GMC Transitional Awards.

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Athalie Williams has a direct interest of 1,058 ordinary shares in BHP Billiton Limited.
	Athalie Williams also holds an indirect interest in 20,399 ordinary shares in BHP Billiton Limited.
	No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017 GSTIP Deferred Shares August 2017 Transitional GMC Awards August 2018 (tranche one) August 2019 (tranche two)
Total amount paid (if any) for the grant
Description of securities involved: class; number	112,418 Performance Shares (BHP Billiton Limited) under the LTIP 17,692 Deferred Shares (BHP Billiton Limited) under the STIP 4,689 Deferred Shares (BHP Billiton Limited) under the GSTIP 23,420 Transitional GMC Awards (tranche one) (BHP Billiton Limited) 23,420 Transitional GMC Awards (tranche two) (BHP Billiton Limited)

Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 11,893 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GSTIP 15,906 maximum number of Restricted Shares (ordinary shares of BHP Billiton
Limited) under the MAP 112,418 maximum number of Performance Shares (ordinary
shares of BHP Billiton Limited) under the LTIP 17,692 maximum number of
Deferred Shares (ordinary shares of BHP Billiton Limited) under the STIP 46,840
maximum number of Transitional GMC Awards (ordinary shares of BHP Billiton Limited) 204,749 Total
Any additional information	This notification is in respect of the award of Performance Shares under the LTIP, Deferred Shares under the STIP, Deferred Shares under the
GSTIP and GMC Transitional Awards. To ensure executives do not receive a larger number
of awards in light of the lower BHP Billiton share price since the Samarco tailings dam tragedy in Brazil on 5 November 2015, the award sizes have been determined by maintaining the share price and exchange rate of 5 November 2015 throughout the
period from 6 November 2015 to the grant date. This results in a lower number of awards being allocated than otherwise would have been the case.

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

Name of person discharging managerial responsibilities	Jimmy Wilson
Date of last notice	28 August 2015
Date issuer informed of transaction	4 December 2015
Date and place of transaction	4 December 2015 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term (LTIP) and of Deferred Shares under the Short Term Inventive Plan (STIP).

Part 1 Change of relevant interests in securities

Included in this Part are:

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

details of the circumstance giving rise to the relevant interest;

details and estimated valuation if the consideration is non-cash; and

changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest
Nature of indirect interest (including registered holder)
Date of change
No. of securities held prior to change
Class
Number acquired
Number disposed
Value/Consideration
No. of securities held after change
Nature of change Example: on-market
trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
Any additional information	Jimmy Wilson has a direct interest in 142,763 ordinary shares in BHP Billiton Limited and 59,301 ordinary shares in BHP Billiton Plc.
	No change in beneficial interests

Part 2 Change of interests in contracts other than as described in Part 2

Included in this Part are:

only details of a contract in relation to which the interest has changed; and

details and estimated valuation if the consideration is non-cash.

Detail of contract
Nature of interest
Name of registered holder (if issued
securities)
No. and class of securities to which interest related prior to change
Interest acquired
Interest disposed
Value/Consideration
Interest after change

Part 3 Change of interests in options or other rights granted by the entities

Date of grant	4 December 2015
Period during which or date on which exercisable	LTIP Performance Shares August 2020 STIP Deferred Shares August 2017
Total amount paid (if any) for the grant
Description of securities involved: class; number	174,873 Performance Shares (BHP Billiton Limited) under the LTIP 49,105 Deferred Shares (BHP Billiton Limited) under the STIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Total number of securities over which options or other rights held at the date of this notice	BHP Billiton Limited: 400,602 maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 93,706 maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited)
under the STIP 39,282 maximum number of Transitional GMC Awards (ordinary
shares of BHP Billiton Limited) 533,590 Total

Part 4 Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044

BHP Billiton Limited ABN 49 004 028 077	BHP Billiton Plc Registration number 3196209
Registered in Australia	Registered in England and Wales
Registered Office: 171 Collins Street Melbourne Victoria 3000	Registered Office: Neathouse Place, London SW1V 1LH UK
Members of the BHP Billiton 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.

By:	BHP Billiton Limited and BHP Billiton Plc — /s/ Rachel Agnew
Name:	Rachel Agnew
Title:	Company Secretary

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