Pearson PLC — Regulatory Filings 2017

Feb 22, 2017

6-K 1 a5390x.htm HOLDING(S) IN COMPANY Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 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 February 2017

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

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

| 1. Identity of the issuer or the underlying issuerof existing
shares to which voting rights areattached: ii | | |
| --- | --- | --- |
| 2 Reason for the notification (please
tick the appropriate box or boxes): | | |
| An
acquisition or disposal of voting rights | | X |
| An
acquisition or disposal of qualifying financial instruments which
may result in the acquisition of shares already issued to which
voting rights are attached | | |
| An
acquisition or disposal of instruments with similar economic effect
to qualifying financial instruments | | |
| An
event changing the breakdown of voting rights | | |
| Other
(please specify): | Type 1
disclosure as per the Transparency Directive II
Regulation | X |
| 3. Full name of person(s) subject to thenotification
obligation: iii | Schroders
plc | |
| 4. Full name of shareholder(s) (if
different from 3.): iv | Schroder
Investment Management Limited | |
| 5. Date of the transaction and date onwhich the threshold is
crossed orreached: v | 20.02.17 | |
| 6. Date on which issuer notified: | 21.02.17 | |
| 7. Threshold(s) that is/are crossed orreached: vi, vii | From
10%-11% | |

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type ofshares if
possible usingthe ISIN CODE	Situation previousto the triggeringtransaction		Resulting situation after the triggering transaction
	NumberofShares	NumberofVotingRights	Numberof shares	Number of votingrights		% of voting rights x
			Direct	Direct xi	Indirect xii	Direct	Indirect
GB0006776081	84,457,434	84,525,261	91,637,701	N/A	90,681,773	N/A	11.024%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financialinstrument	Expirationdate xiii	Exercise/Conversion Period xiv		Number of votingrights that may beacquired if theinstrument
isexercised/ converted.		% of votingrights
N/A	N/A	N/A		N/A		N/A
C: Financial Instruments with similar economic effect to Qualifying
Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financialinstrument	Exercise price	Expiration date xvii	Exercise/Conversion period xviii	Number of voting rights instrument refers to		% of voting rights xix, xx
N/A	N/A	N/A	N/A	N/A		Nominal	Delta
						N/A	N/A
Total (A+B+C)
Number of voting rights				Percentage of voting rights
90,681,773				11.024%

| 9. Chain of controlled undertakings through which the voting rights
and/or thefinancial instruments are effectively held, if
applicable: xxi | |
| --- | --- |
| Schroder
Investment Management Limited
90,681,773
11.024% | |
| Proxy Voting: | |
| 10. Name of the proxy holder: | |
| 11. Number of voting rights proxy holder will cease to
hold: | |
| 12. Date on which proxy holder will cease to holdvoting
rights: | |
| 13. Additional information: | This
notification is being made based on the legal entity position
crossing above 11%. Schroders Plc's position remains as per the
previous disclosure dated 6 th February 2017. The
shares referred to in section 9 are held in portfolios managed by
those firms on a discretionary basis for clients under investment
management agreements. This disclosure has been calculated based on
issue share capital amount 822,583,860. |
| 14. Contact name: | Shaheen
Hussain |
| 15. Contact telephone number: | +44 207
658 6000 |

Natalie Dale

Deputy Company Secretary

Pearson plc

22 February 2017

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: 22
February 2017
By: /s/
NATALIE DALE
------------------------------------
Natalie
Dale
Deputy
Company Secretary

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