WPP PLC — Regulatory Filings 2021

Mar 16, 2021

6-K 1 a4783s.htm VESTING OF EXECUTIVE SHARE AWARDS Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2021 Issuer Direct Corporation a4783s

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of March 2021

Commission File Number: 001-38303

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WPP plc

(Translation of registrant's name into English)

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Sea Containers, 18 Upper Ground

London, United Kingdom SE1 9GL

(Address of principal executive offices)

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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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2019, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
1	Vesting of executive share awards dated 16 March 2021, prepared by
WPP plc.

WPP plc (the "Company")

Vesting of executive share awards

Notification of Transactions of Directors/Persons Discharging Managerial Responsibilities or their Connected Persons

The Company announces that the following persons discharging managerial responsibilities transacted in ordinary shares of 10 pence each in the Company due to the vesting of awards made under the terms of the following share plans:

1.

The 2016 Executive Performance Share Plan (" EPSP ") award made on 28 November 2016, as a result of the performance conditions attaching to the 2016 EPSP awards having been satisfied as to 5%. The 2016 EPSP shares vested on 15 March 2021.

2.

The 2018 Executive Share Award (" ESA ") made on 30 May 2019. The ESA shares vested on 12 March 2021.

3.

The 2019 EPSP award made on 24 September 2019, as a result of the performance conditions attaching to the 2019 EPSP awards having been satisfied as to 91%. The 2019 EPSP shares vested on 15 March 2021.

| Name of Executive Director | 2016 EPSP Shares vested | 2018 ESA Shares vested | 2019 EPSP Shares vested | Total number of shares vested | Total number of shares sold to cover statutory withholding
liabilities | Date of sale |
| --- | --- | --- | --- | --- | --- | --- |
| Mark
Read | 3,477 | 67,749 | - | 71,223 | N/A | N/A |
| John
Rogers | N/A | N/A | 168,843 | 168,843 | 79,515 | 15
March 2021 |

| 1. — a) | Details of PDMR/person closely associated with them
('PCA') — Name | Mark
Read | |
| --- | --- | --- | --- |
| b) | Position/status | Chief
Executive Officer | |
| c) | Initial
notification/amendment | Initial
notification | |
| 2. | Details of the issuer | | |
| a) | Full
name of the entity | WPP
plc | |
| b) | Legal
Entity Identifier code | 549300LSGBXPYHXGDT93 | |
| 3. | 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 | Ordinary
shares of 10 pence each ('Ordinary Shares') ISIN:
JE00B8KF9B49 | |
| b) | Nature
of the transaction | Acquisition
of Ordinary Shares made under the WPP plc 2016 Executive
Performance Share Plan award. | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | £9.111202 | 3,477 |
| d) | Aggregated
information -
Aggregated volume -
Price | N/A
(single transaction) | |
| e) | Date of
the transaction | 15
March 2021 | |
| f) | Place
of the transaction | London
Stock Exchange | |
| Transaction 2 | | | |
| b) | Nature
of the transaction | Acquisition
of Ordinary Shares made under the WPP plc 2018 Executive Share
Award. | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | £9.02 | 67,749 |
| d) | Aggregated
information -
Aggregated volume -
Price | N/A
(single transaction) | |
| e) | Date of
the transaction | 12
March 2021 | |
| f) | Place
of the transaction | London
Stock Exchange | |

| 1. — a) | Details of PDMR/person closely associated with them
('PCA') — Name | John
Rogers | |
| --- | --- | --- | --- |
| b) | Position/status | Chief
Financial Officer | |
| c) | Initial
notification/amendment | Initial
notification | |
| 2. | Details of the issuer | | |
| a) | Full
name of the entity | WPP
plc | |
| b) | Legal
Entity Identifier code | 549300LSGBXPYHXGDT93 | |
| 3. | 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 | Ordinary
shares of 10 pence each ('Ordinary Shares') ISIN:
JE00B8KF9B49 | |
| Transaction 1 | | | |
| b) | Nature
of the transaction | Acquisition
of Ordinary Shares made under the WPP plc 2019 Executive
Performance Share Plan award. | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | £9.111202 | 168,843 |
| d) | Aggregated
information -
Aggregated volume -
Price | N/A
(single transaction) | |
| e) | Date of
the transaction | 15
March 2021 | |
| f) | Place
of the transaction | London
Stock Exchange | |
| Transaction 2 | | | |
| b) | Nature
of the transaction | Sale of
Ordinary Shares made under the WPP plc 2019 Executive Performance
Share Plan award to cover statutory withholding
liabilities. | |
| c) | Price(s)
and volume(s) | Price(s) | Volume(s) |
| | | £9.111202 | 79,515 |
| d) | Aggregated
information -
Aggregated volume -
Price | N/A
(single transaction) | |
| e) | Date of
the transaction | 15
March 2021 | |
| f) | Place
of the transaction | London
Stock Exchange | |

This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.

Contact for further information:

Chris Wade, WPP

+44 (0)20 7282 4600

About WPP

WPP is a creative transformation company. We use the power of creativity to build better futures for our people, clients and communities. For more information, visit www.wpp.com .

END

SIGNATURES

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.

| | WPP
PLC |
| --- | --- |
| | (Registrant) |
| Date:
16 March 2021. | By:
____ |
| | Balbir
Kelly-Bisla |
| | Company
Secretary |

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