Pearson PLC — Regulatory Filings 2016

Oct 4, 2016

6-K 1 a6174l.htm DIRECTOR/PDMR SHAREHOLDING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2016 Issuer Direct Corporation Blueprint

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 October 2016

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

This Report includes the following documents:

1. A press release from Pearson plc announcing Director/PDMR Shareholding

Pearson plc - (the "Company")

Notification of PDMR Interests

Long-Term Incentive Plan ("LTIP") - 2016 Time-Vesting Release

In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP" ). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders.

Under the terms of the LTIP Time-Vesting Plan, all shares are released to participants on the vesting date, providing that the participant is still employed by the Company.

The following table sets out the number of shares released to a Person Discharging Managerial Responsibility (PDMR) on 3 October 2016 and notified to the Company on 3 October 2016. The LTIP rules require that sufficient shares are sold to discharge the tax liability arising on the shares released. The shares set out in the third column below were sold on 3 October 2016 at the price shown, with the number of American Depositary Receipts (ADRs) set out in the fifth column below being allotted to and retained by the PDMR.

| Name
of PDMR | Shares Released | Shares sold to discharge tax liabilities | Sale price per share (£) | ADRs Retained |
| --- | --- | --- | --- | --- |
| Melinda
Wolfe | 45,960 | 25,746 | 7.59 | 20,214 |

The following notifications, made in accordance with the requirements of the EU Market Abuse Regulation, give further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Melinda
Wolfe | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief
Human Resources Officer | |
| 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 | |
| b) | Nature
of the transaction | Sale of
shares to cover tax liabilities arising from vesting of Long-Term
Incentive Plan award | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | Sale
price: £7.59 per share | 25,746 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: 25,746 shares Aggregated
price: £195,412.14 | |
| e) | Date of
the transaction | 3
October 2016 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

| 4 — a) | 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 — Description
of the financial instrument, type of instrument Identification
code | American Depositary Receipts (ADRs) in Pearson plc (each ADR represents one ordinary share of 25 pence in Pearson
plc) ISIN: US7050151056 | |
| --- | --- | --- | --- |
| b) | Nature
of the transaction | Allotment
of ADRs following release of Long-Term Incentive Plan
award | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | n/a | 20,214 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: 20,214 ADRs Aggregated
price: n/a | |
| e) | Date of
the transaction | 3
October 2016 | |
| f) | Place
of the transaction | New
York Stock Exchange (XNYS) | |

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.

PEARSON plc

Date: 04 October 2016

By: /s/ NATALIE DALE

---

Natalie Dale

Deputy Company Secretary

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