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 February 2017

 

 

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: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii			Pearson PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights				X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):	Type 1 disclosure as per the Transparency Directive II Regulation			X
3. Full name of person(s) subject to thenotification obligation: iii		Schroders plc
4. Full name of shareholder(s) (if different from 3.):iv
5. Date of the transaction and date onwhich the threshold is crossed orreached: v		03.02.17
6. Date on which issuer notified:		06.02.17
7. Threshold(s) that is/are crossed orreached: vi, vii		From 10%-11%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB0006776081

84,514,044

83,588,488

92,846,468

N/A

91,897,898

N/A

11.172%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

N/A

N/A

N/A

N/A

N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A

Total (A+B+C)

Number of voting rights

Percentage of voting rights

91,897,898

11.172%

 

 

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:xxi
Schroder & Co. Limited 2,867,238 0.349% Schroders (C.I.) Limited 123,958 0.015% Schroder Investment Management Limited 88,906,702 10.808%
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:
13. Additional information:	The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 822,583,860.
14. Contact name:	Shaheen Hussain
15. Contact telephone number:	+44 207 658 6000

 

Natalie Dale

Deputy Company Secretary

Pearson plc

7 February 2017

 

 

 

 

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.


 

	PEARSON plc
Date: 07 February 2017
	By: /s/ NATALIE DALE
	------------------------------------
	Natalie Dale
	Deputy Company Secretary