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REG-Pentwater Capital Management LP: Form 8.3 - Royal Dutch Shell Plc <Origin Href="QuoteRef">RDSa.L</Origin>

FORM 8.3

           PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY            

    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE     

                  Rule 8.3 of the Takeover Code (the "Code")                   

1.         KEY INFORMATION

(a) Identity of the person whose positions/dealings                                    
are being disclosed:                                 Pentwater Capital Management LP   
                                                                                       
(b) Owner or controller of interests and short                                         
positions disclosed, if different from 1(a):                                           
     The naming of nominee or vehicle companies is                                     
insufficient                                                                           
                                                                                       
(c) Name of offeror/offeree in relation to whose                                       
relevant securities this form relates:                  Royal Dutch Shell Plc          
     Use a separate form for each offeror/offeree                                      
                                                                                       
(d) If an exempt fund manager connected with an                                        
offeror/offeree, state this and specify identity of       N/A                          
offeror/offeree:                                                                       
                                                                                       
(e) Date position held/dealing undertaken:                July 31, 2015                
                                                                                       
(f)  Has the discloser previously disclosed, or are                                    
they today disclosing, under the Code in respect of       Yes- BG Group Plc            
any other party to this offer?                                                         

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing (if
any)

Class of relevant security:                         EUR 0.07  B Ordinary                 
                                                                                         
                                            Interests               Short positions      
                                                                                         
                                          Number          %          Number          %   
                                                                                         
(1) Relevant securities owned and/                                                       
or controlled:                                                                           
                                                                                         
(2) Derivatives (other than                                         8,464,429      0.34% 
options):                                                                                
                                                                                         
(3) Options and agreements to            5,300,000      0.22%      16,285,000      0.67% 
purchase/sell:                                                                           
                                                                                         
                                         5,300,000      0.22%      24,749,429      1.01% 
     TOTAL:                                                                              

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).

(b)        Rights to subscribe for new securities (including directors' and
other executive options)

Class of relevant security in relation to                                              
which subscription right exists:                                                       
                                                                                       
Details, including nature of the rights                                                
concerned and relevant percentages:                                                    

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

  Class of relevant       Purchase/sale     Number of securities     Price per unit    
      security                                                                         
                                                                                       

(b)        Derivatives transactions (other than options)

                                    Nature of dealing                                   
    Class of        Product       e.g. opening/closing a     Number of                  
    relevant      description      long/short position,      reference    Price per unit
    security        e.g. CFD    increasing/reducing a long   securities                 
                                     /short position                                    
                                                                                        
  Ordinary B          TRS       Increasing short position      22,270       18.60 GBP   
                                                                                        

 (c)       Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

             Product     Writing,   Number of              Type                Option  
 Class of  description purchasing,  securities Exercise    e.g.     Expiry   money paid
 relevant   e.g. call    selling,    to which   price   American,    date    / received
 security    option    varying etc.   option   per unit  European             per unit 
                                     relates               etc.                        
                                                                                       

(ii)        Exercising

  Class of relevant     Product description   Number of securities   Exercise price per  
      security           e.g. call option                                   unit         
                                                                                         

(d)        Other dealings (including subscribing for new securities)

 Class of relevant       Nature of dealing                            Price per unit (if
     security            e.g. subscription,            Details           applicable)    
                             conversion                                                 
                                                                                        

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or                    
understanding, formal or informal, relating to relevant securities which may be        
an inducement to deal or refrain from dealing entered into by the person making        
the disclosure and any party to the offer or any person acting in concert with         
a party to the offer:                                                                  
If there are no such agreements, arrangements or understandings, state "none"          
                                                                                       
                                                                                       
                                                                                       

(b)        Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,            
between the person making the disclosure and any other person relating to:             
(i)  the voting rights of any relevant securities under any option; or                 
(ii) the voting rights or future acquisition or disposal of any relevant               
securities to which any derivative is referenced:                                      
If there are no such agreements, arrangements or understandings, state "none"          
                                                                                       
                                                                                       
                                                                                       

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?                    YES             

   

Date of disclosure:                           August 3, 2015                           
                                                                                       
Contact name:                               Neal Nenadovic                             
                                                                                       
Telephone number:                           312-589-6405                               

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at 
monitoring@disclosure.org.uk .  The Panel's Market Surveillance Unit is
available for consultation in relation to the Code's dealing disclosure
requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

                     SUPPLEMENTAL FORM 8 (OPEN POSITIONS)                      

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
                                     ETC.                                      

             Note 5(i) on Rule 8 of the Takeover Code (the "Code")             

1.         KEY INFORMATION

Identity of person whose open positions are being                                      
disclosed:                                           Pentwater Capital Management LP   
                                                                                       
Name of offeror/offeree in relation to whose                                           
relevant securities the disclosure relates:          Royal Dutch Shell Plc             

2.         OPTIONS AND DERIVATIVES

                                        Number of                    Type                
 Class of     Product                   securities    Exercise       e.g.                
 relevant   description   Written or     to which     price per    American,  Expiry date
 security    e.g. call     purchased    option or       unit       European              
               option                   derivative                   etc.                
                                         relates                                         
                                                                                         
Ordinary B  Call option     Written     (1,000,000) 18.00 GBP     American    8/21/15    
                                                                                         
Ordinary B  Call option     Written     (2,700,000) 18.50 GBP     American    8/21/15    
                                                                                         
Ordinary B  Call option     Written                 19.00 GBP     American    8/21/15    
                                       (885,000)                                         
                                                                                         
Ordinary B  Call option     Written     (1,000,000) 17.50 GBP     American    8/21/15    
                                                                                         
Ordinary B  Put option    Purchased     (1,000,000) 18.50 GBP     American    3/18/16    
                                                                                         
Ordinary B  Put option    Purchased     (9,700,000) 19.00 GBP     American    3/18/16    
                                                                                         
Ordinary B  Put option      Written      3,200,000  18.00 GBP     American    8/21/15    
                                                                                         
Ordinary B  Put option      Written      2,100,000  18.50 GBP     American    8/21/15    

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or     
position can be fully understood:                                      
                                                                       
                                                                       
                                                                       
                                                                       

It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences ("CFDs") or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.



END



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