Pearson PLC — Regulatory Filings 2018

Apr 5, 2018

6-K 1 a9360j.htm DIRECTOR/PDMR SHAREHOLDING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2018 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 April 2018

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 PDMRs' Interests

Management Incentive Plan

In 2017, the Company established the Pearson Management Incentive Plan (the "MIP" ). Its purpose is to link senior management's short- and long-term reward with Pearson's financial performance and its progress against key strategic objectives. The MIP may settle awards with market purchased shares, but not newly issued or treasury shares. Executive Directors may not participate in the MIP.

On 3 April 2018, the Company made a grant of restricted shares to members of the Pearson Executive under the MIP. The number of shares granted is based on performance in the 2017 financial year and the share price on 1 March 2018. The awards will vest on 31 March 2021. Two-thirds of these shares remain subject to the Company meeting a minimum performance underpin based on Pearson's earnings per share in 2020 and one-third of these shares are subject to continued employment to the vesting date only.

Long-Term Incentive Plan

In addition, fulfilling a buyout promise made on hire to Jonathan Chocqueel-Mangan, an award of shares has been made to him and will vest as follows: one-half of these shares will vest in March 2019, and one-half of these shares will vest in March 2020, subject to continued employment only.

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 | Albert Hitchcock | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Technology and Operations 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 104,610 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 104,610 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Tim Bozik | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President, Global Product | |
| 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 118,212 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 118,212 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Rod Bristow | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President, Core Markets | |
| 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 86,352 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 86,352 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Kevin Capitani | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President, North America | |
| 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 97,121 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 97,121 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Giovanni Giovannelli | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President Growth Markets | |
| 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 109,958 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 109,958 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Bob Whelan | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President, Pearson Assessments | |
| 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 90,808 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 90,808 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Kate James | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Corporate Affairs and Global Marketing 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 92,459 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 92,459 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Bjarne Tellmann | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | General Counsel and Chief Legal 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 | Grant of restricted shares awarded under the Management Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 84,204 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 84,204 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Jonathan Chocqueel-Mangan | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Strategy 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 | Award of restricted shares under the Long-Term Incentive
Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Purchase price: N/A | 16,552 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 16,552 shares Aggregated price: N/A | |
| e) | Date of the transaction | 3 April 2018 | |
| f) | Place of the transaction | N/A | |

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: 05
March 2018
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

page break