Pearson PLC — Regulatory Filings 2019

May 9, 2019

6-K 1 a5333y.htm DIRECTOR/PDMR SHAREHOLDING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 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 May 2019

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 PDMR Interests

Long-Term Incentive Plan ("LTIP") - 2019 Vesting

On 3 May 2016, the Company made a grant of performance-related restricted shares to members of the Pearson Executive under the shareholder approved LTIP which vested on 3 May 2019. Under the terms of the LTIP, the shares released to participants on 3 May 2019 are based on Pearson's performance over the three-year period from 2016 to 2018 and the share price on 31 December 2018 and continued employment throughout the period to the vesting date. Further, the participants are required to retain the shares released (after any sales to discharge tax liabilities) for a two-year holding period following vesting.

The following table sets out the number of shares released to Persons Discharging Managerial Responsibility (PDMR) on 3 May 2019 and notified to the Company on 7 May 2019. 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 fourth column below were sold on 3 May 2019 at the price shown in the fifth column below and with the number set out in the sixth column below being retained by the PDMR (either as ordinary shares or ADRs, as indicated in that column).

| Name
of Director / PDMR | Title | Shares Released | Shares sold to discharge tax liabilities | Sale price per share (£) | Shares / ADRs Retained |
| --- | --- | --- | --- | --- | --- |
| Tim
Bozik | President Global Product | 78,634 | 32,630 | £8.137 | 46,004 ADRs |
| Rod
Bristow | President UK & Core Markets | 78,634 | 37,088 | £8.137 | 41,546 shares |
| John
Fallon | Chief Executive Officer | 132,589 | 62,536 | £8.137 | 70,053 shares |
| Giovanni
Giovannelli | President Growth Markets | 78,634 | 38,777 | £8.137 | 39,857 shares |
| Albert
Hitchcock | Chief Technology & Operations Officer | 87,371 | 41,209 | £8.137 | 46,162 shares |
| Bob
Whelan | President Pearson Assessments | 78,634 | 37,365 | £8.137 | 41,269 ADRs |
| Coram
Williams | Chief Financial Officer | 76,854 | 22,367 | £8.137 | 54,487 shares |

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 | 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 | | 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 Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities | Allotment
of remaining shares to ADRs following release of Long-Term
Incentive Plan award |
| c) | Price(s)
and volume(s) | Volume:
78,634 Price :
n/a | Volume:
32,630 Price:
£8.137 per share Aggregated
price: £265,510.31 | Volume:
46,004 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 | 3 May
2019 | | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | | New
York Stock Exchange (NYSE) |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Rod
Bristow | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | President
UK & 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 | Allotment
of Ordinary shares following release of Long-Term Incentive Plan
award and Sale of shares to cover tax liabilities arising from
vesting of Long-Term Incentive Plan award | |
| c) | Price(s)
and volume(s) | Allotment
of Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities |
| | | Volume:
78,634 Price :
n/a | Volume:
37,088 Price:
£8.137 per share Aggregated
price: £301,785.06 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: see 4 (c) above Aggregated
price: see 4 (c) above | |
| e) | Date of
the transaction | 3 May
2019 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | John
Fallon | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief
Executive 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 | Allotment
of Ordinary shares following release of Long-Term Incentive Plan
award and Sale of shares to cover tax liabilities arising from
vesting of Long-Term Incentive Plan award | |
| c) | Price(s)
and volume(s) | Allotment
of Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities |
| | | Volume:
132,589 Price :
n/a | Volume:
62,536 Price:
£8.137 per share Aggregated
price: £508,855.43 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: see 4 (c) above Aggregated
price: see 4 (c) above | |
| e) | Date of
the transaction | 3 May
2019 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

| 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 | Allotment
of Ordinary shares following release of Long-Term Incentive Plan
award and Sale of shares to cover tax liabilities arising from
vesting of Long-Term Incentive Plan award | |
| c) | Price(s)
and volume(s) | Allotment
of Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities |
| | | Volume:
78,634 Price :
n/a | Volume:
38,777 Price:
£8.137 per share Aggregated
price: £315,528.45 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: see 4 (c) above Aggregated
price: see 4 (c) above | |
| e) | Date of
the transaction | 3 May
2019 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

| 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 & 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 | Allotment
of Ordinary shares following release of Long-Term Incentive Plan
award and Sale of shares to cover tax liabilities arising from
vesting of Long-Term Incentive Plan award | |
| c) | Price(s)
and volume(s) | Allotment
of Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities |
| | | Volume:
87,371 Price :
n/a | Volume:
41,209 Price:
£8.137 per share Aggregated
price: £335.317.63 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: see 4 (c) above Aggregated
price: see 4 (c) above | |
| e) | Date of
the transaction | 3 May
2019 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

| 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 | | 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 Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities | Allotment
of remaining shares to ADRs following release of Long-Term
Incentive Plan award |
| c) | Price(s)
and volume(s) | Volume:
78,634 Price :
n/a | Volume:
37,365 Price:
£8.137 per share Aggregated
price: £304,039.01 | Volume:
41,269 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 | 3 May
2019 | | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | | New
York Stock Exchange (NYSE) |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Coram
Williams | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief
Financial 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 | Allotment
of Ordinary shares following release of Long-Term Incentive Plan
award and Sale of shares to cover tax liabilities arising from
vesting of Long-Term Incentive Plan award | |
| c) | Price(s)
and volume(s) | Allotment
of Ordinary Shares following release of Long-Term incentive Plan
award | Sale of
shares to cover tax liabilities |
| | | Volume:
76,854 Price :
n/a | Volume:
22,367 Price:
£8.137 per share Aggregated
price: £182,000.28 |
| d) | Aggregated
information -
Aggregated volume -
Price | Aggregated
volume: see 4 (c) above Aggregated
price: see 4 (c) above | |
| e) | Date of
the transaction | 3 May
2019 | |
| f) | Place
of the transaction | London
Stock Exchange (XLON) | |

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: 09
May 2019
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

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