Pearson PLC — Foreign Filer Report 2021

May 7, 2021

6-K 1 a9547x.htm DIRECTOR/PDMR SHAREHOLDING Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2021 Issuer Direct Corporation a9547x

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 2021

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

2021 Long-Term Incentive Plan (LTIP) Awards

On 4 May 2021, the Company made a grant of performance-related restricted shares under the 2021 LTIP, including to the Chief Executive and Chief Financial Officer, under the 2020 LTIP rules. This represents the company's annual grant of long-term incentives for 2021.

The award will vest on 1 May 2024 subject to the following performance conditions and targets for Executive Directors:

1/3 Earnings Per Share (EPS) — Vesting schedule (% max)	Adjusted EPS for FY23	1/3 Net Return On Invested Capital (ROIC) — Vesting schedule (% max)	Adjusted net ROIC for FY23	1/3 relative Total Shareholder Return (TSR) — Vesting schedule (% max)	Ranked position vs FTSE 100
15%	46.5p	15%	5.5%	25%	Median
65%	53.5p	65%	6.5%	-	-
100%	61.0p	100%	7.5%	100%	Upper quartile

Note : straight line vesting between points shown, with no vesting for performance below threshold

Any shares which vest on 1 May 2024 will be subject to an additional two-year holding period to 1 May 2026.

The award is consistent with the remuneration policy approved by shareholders and was made on the following basis:

Name	Title	Restricted shares awarded	% of Salary	Share price used to calculate award (GBP)
Andy Bird	Chief Executive	332,316	300%	826.7p
Sally Johnson	Chief Financial Officer	154,915	245%	826.7p

The value of the award was determined using the five-trading day average mid-market closing share price preceding 4 May 2021, which is the share price used to determine award values for LTIP awards to the wider employee population.

The Committee reserves the right to adjust payouts up or down before they are released if it believes that the vesting outcome does not reflect underlying financial or non-financial performance or if such other exceptional factors warrant doing so. In making such adjustments, the Committee is guided by the principle of aligning shareholder and management interests.

The notification below is made in accordance with the requirements of the UK Market Abuse Regulation.

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 | Andy Bird | |
| --- | --- | --- | --- |
| 2 | Reason for the notification | | |
| a) | Position/status | Chief Executive | |
| 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 performance-related restricted shares under the Long-Term
Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | n/a | 332,316 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated price: N/A Aggregated volume: see 4 (c) above | |
| e) | Date of the transaction | 4 May 2021 | |
| f) | Place of the transaction | n/a | |

| 1 — a) | Details of the person discharging managerial
responsibilities/person closely associated — Name | Sally Johnson | |
| --- | --- | --- | --- |
| 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 | Award of performance-related restricted shares under the Long-Term
Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | n/a | 154,915 |
| d) | Aggregated information - Aggregated volume - Price | Aggregated price: N/A Aggregated volume: see 4 (c) above | |
| e) | Date of the transaction | 4 May 2021 | |
| 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: 07
May 2021
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

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