Pearson PLC — Director's Dealing 2019

May 1, 2019

6-K 1 a7765x.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

1 May 2019

Pearson plc - (the "Company")

Notification of Directors' Interests

Long-Term Incentive Plan

In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP" ). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders. The LTIP was renewed and approved by shareholders in 2011. The operation of the LTIP is governed by the remuneration policy approved by shareholders at the Annual General Meeting on 5 May 2017.

2019 Award

On 1 May 2019, the Company made a grant of performance-related restricted shares to executive directors under the LTIP. This represents the company's annual grant of long-term incentives to executive directors for 2019.

The awards will vest on 1 May 2022 subject to the following performance conditions:

a) One-third of the award will be based on Pearson's earnings per share in 2021;

b) One-third of the award will be based on Pearson's return on invested capital in 2021; and

c) One-third of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE 100 Index over the three-year period 1 January 2019 to 31 December 2021.

Details of the performance conditions can be found in the Directors' Remuneration Report for the year ending 31 December 2018. Any shares which vest on 1 May 2022 will be subject to an additional two year holding period to 1 May 2024.

The awards are consistent with the remuneration policy approved by shareholders at the Annual General Meeting on 5 May 2017 and were made on the following basis:

Name	Title	Restricted shares awarded	Share price on date of award	Face value on date of award
				£	% of base salary at date of award
John Fallon	CEO	271,000	830.20p	£2,249,842	275%
Coram Williams	CFO	159,000	830.20p	£1,320,018	245%

The notification below is made in accordance with the requirements of the EU 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 | John Fallon | |
| --- | --- | --- | --- |
| 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 | 271,000 |
| d) | Aggregated information - Aggregated volume - Price | n/a | |
| e) | Date of the transaction | 1 May
2019 | |
| f) | Place of the transaction | n/a | |

| 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 | Award of performance-related restricted shares under the Long-Term
Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | n/a | 159,000 |
| d) | Aggregated information - Aggregated volume - Price | n/a | |
| e) | Date of the transaction | 1 May
2019 | |
| 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: 01
May 2019
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary

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