Pearson PLC — Director's Dealing 2022

Feb 28, 2022

6-K 1 a0926d.htm DIRECTOR/PDMR SHAREHOLDING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2022 Issuer Direct Corporation a0926d

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

For the month of February 2022

PEARSON plc

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

80 Strand

London, England WC2R 0RL

44-20-7010-2000

(Address of principal executive office)

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 X Form 40-F

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 X

Pearson plc - (the "Company")

Notification of Directors' Interests

The notification below sets out the number of shares released to Andy Bird, Chief Executive, on 25 February 2022 regarding the first tranche of the Co-investment Plan. On his appointment as Chief Executive, Andy Bird was granted a one-off co-investment award subject to his own purchase of Pearson shares. The award vests in three equal tranches at the end of 2021, 2022, and 2023 and is subject to performance underpins and continued employment at each vesting date.

The performance underpins are linked to the Group's strategic progress and there being no significant ESG issues resulting in significant reputational damage. These underpins are intended to guard against payment for failure, ensuring the Remuneration Committee can reduce vesting if, in its opinion, the performance of the business or the individual does not support this.

The Committee was pleased with the performance delivered during 2021 and, in particular, the strong strategic progress that Pearson made. Therefore, the first tranche of the co-investment award vested in full. In addition to assessing the specific performance underpins, the Committee undertook a thorough and robust review process which considered a holistic view of the wider stakeholder experience, including the experience of shareholders, employees, customers, and suppliers during the year. Detailed disclosure of the Committee's considerations will be available in the 2021 annual report.

Shares vesting from this first tranche of the award remain subject to a holding period until 31 December 2023. The remaining two tranches of the co-investment award will vest following 31 December 2022 and 31 December 2023 respectively, subject to the relevant performance underpins and Andy Bird's continued employment at each vesting date.

The shares are released in the form of ordinary shares on the London Stock Exchange and converted to American Depositary Receipts (ADRs) under the Company's sponsored ADR program on the New York Stock Exchange. This notification is made in accordance with the requirements of the UK Market Abuse Regulation.

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Andy Bird | | |
| --- | --- | --- | --- | --- |
| 2 | Reason for the notification | | | |
| a) | Position/status | Chief Executive | | |
| b) | Initial notification /Amendment | Initial notification | | |
| 3 | Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor | | | |
| a) | Name | Pearson plc | | |
| b) | LEI | 2138004JBXWWJKIURC57 | | |
| 4 | 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 | | | |
| a) | Description of the financial instrument, type of
instrument Identification code | Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081 | | American Depositary Receipts (ADRs), each representing one ordinary
share of 25 pence, in Pearson plc ISIN: US7050151056 |
| b) | Nature of the transaction | Release of ordinary shares under the first tranche of the Company's
Co-investment Plan, to be converted into ADRs, and sale of
shares to cover tax liabilities arising from vesting share
awards | | |
| c) | Price(s)
and volume(s) | Release of ordinary shares following release of award | Sale of ordinary shares to cover tax liability | Conversion of residual ordinary shares to ADRs |
| | | Volume: 412,933 ordinary shares Price: n/a | Volume: 205,349 Price: £ 6.52884 per share Aggregated price: £1,340,690.77 | Volume: 207,584 Price: n/a |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above | | |
| e) | Date of
the transaction | 25
February 2022 | | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | | New York Stock Exchange (NYSE) |

SIGNATURE

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.

Date: 28
February 2022
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary