Pearson PLC — Major Shareholding Notification 2024

Jun 6, 2024

6-K 1 a4165r.htm HOLDING(S) IN COMPANY Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2024 Issuer Direct Corporation a4165r

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 June 2024

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: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB0006776081

Issuer Name

PEARSON PLC

UK or Non-UK Issuer

UK

1. Reason for Notification

An acquisition or disposal of voting rights; An event changing the breakdown of voting rights

1. Details of person subject to the notification obligation

Name

Artisan Partners Limited Partnership

City of registered office (if applicable)

Country of registered office (if applicable)

US

1. Details of the shareholder

| Name | City
of registered office | Country
of registered office |
| --- | --- | --- |
| Brown
Brothers Harriman | Boston | United
Sates |
| State
Street Bank | Boston | United
States |
| Bank of
New York | New
York | United
States |
| Northern
Trust | Chicago | United
States |
| Mellon
Bank | Pittsburgh | United
States |
| JPMorgan
Chase | Dallas | United
States |

1. Date on which the threshold was crossed or reached

03-Jun-2024

1. Date on which Issuer notified

05-Jun-2024

1. Total positions of person(s) subject to the notification obligation

| | %
of voting rights attached to shares (total of 8.A) | %
of voting rights through financial instruments (total of 8.B 1 +
8.B 2) | Total
of both in % (8.A + 8.B) | Total
number of voting rights held in issuer |
| --- | --- | --- | --- | --- |
| Resulting situation
on the date on which threshold was crossed or reached | 5.040000 | 0.000000 | 5.040000 | 33783078 |
| Position of
previous notification (if applicable) | | | | |

1. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	% of direct voting rights (DTR5.1)
GB0006776081	33783078	5.040000
Sub
Total 8.A	33783078	5.040000%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument
Sub
Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument
Sub
Total 8.B2

1. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

| Ultimate controlling person | Name of controlled undertaking | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| --- | --- | --- | --- |
| Artisan
Partners Asset Management Inc. | Artisan
Partners Holdings LP | | |
| Artisan
Partners Holdings LP | Artisan
Partners Investments GP LLC | | |
| Artisan
Partners Investments GP LLC | Artisan
Partners Limited Partnership | | |
| Artisan
Partners Limited Partnership | 5.040000 | 0.000000 | 5.040000% |

1. In case of proxy voting

Name of the proxy holder

Artisan Partners Limited Partnership

The number and % of voting rights held

33,783,078 voting rights and 5.04%

The date until which the voting rights will be held

n/a

1. Additional Information

2. Date of Completion

05-Jun-2024

1. Place Of Completion

Milwaukee, Wisconsin, United States of America

Date: 06 June
2024
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary