Pearson PLC — Regulatory Filings 2013

May 21, 2013

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 May 2013

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

Annual Bonus Share Matching Plan ("ABSMP")

On 21 May 2013, participants became entitled to ordinary shares in the Company under the rules of the Annual Bonus Share Matching Plan. Under the Plan, participants who invest their after-tax bonus in shares become entitled to "matching shares" on a one-for-one basis if a three-year corporate performance target is met.

The ABSMP rules require that sufficient shares are sold to discharge the PAYE income tax liability on the shares released. The shares set out in the second column below were sold on 21 May 2013 at a price of £12.3028 per share, leaving the after-tax number of shares set out in the final column below.

Name of Director	Shares released	Shares sold to discharge tax liabilities	Shares retained
Robin Freestone	29,657	13,939	15,718
Will Ethridge	7,511	3,549	3,962
John Fallon	7,887	3,707	4,180

Interests of the Directors

As a result of the above transactions, the executive directors are interested in the following shares (excluding shares to which they are notionally entitled or may become entitled, subject to the satisfaction of any relevant conditions, under the Company's employee share plans):

Name of Director	Number of Shares	% of Capital
Robin Freestone	472,682	0.05782%
Will Ethridge	562,798	0.06884%
John Fallon	262,569	0.03212%

This notification is made in accordance with DTR 3.1.2R and LR 9.8.6R(1)

PEARSON plc

Date: 21 May 2013

By: /s/ STEPHEN JONES

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Stephen Jones

Deputy Secretary