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
 
 
 
 
Pearson plc - (the "Company")
 
Notification of PDMR Interests
 
 
 
Long-Term Incentive Plan ("LTIP") - 2019 Vesting
 
 
On 3 May 2016, the Company made a grant of performance-related restricted shares to members of the Pearson Executive under the shareholder approved LTIP which vested on 3 May 2019. Under the terms of the LTIP, the shares released to participants on 3 May 2019 are based on Pearson's performance over the three-year period from 2016 to 2018 and the share price on 31 December 2018 and continued employment throughout the period to the vesting date. Further, the participants are required to retain the shares released (after any sales to discharge tax liabilities) for a two-year holding period following vesting.
 
The following table sets out the number of shares released to Persons Discharging Managerial Responsibility (PDMR) on 3 May 2019 and notified to the Company on 7 May 2019. The LTIP rules require that sufficient shares are sold to discharge the tax liability arising on the shares released.  The shares set out in the fourth column below were sold on 3 May 2019 at the price shown in the fifth column below and with the number set out in the sixth column below being retained by the PDMR (either as ordinary shares or ADRs, as indicated in that column).
 
 
Name of Director / PDMR
 
Title
 
Shares Released
 
Shares sold to discharge tax liabilities
 
Sale price per share (£)
 
Shares / ADRs Retained
 
Tim Bozik
 
President Global Product
 
78,634
 
32,630
 
£8.137
 
46,004 ADRs
 
Rod Bristow
 
President UK & Core Markets
 
78,634
 
37,088
 
£8.137
 
41,546 shares
 
John Fallon
 
Chief Executive Officer
 
132,589
 
62,536
 
£8.137
 
70,053 shares
 
Giovanni Giovannelli
 
President Growth Markets
 
78,634
 
38,777
 
£8.137
 
39,857 shares
 
Albert Hitchcock
 
Chief Technology & Operations Officer
 
87,371
 
41,209
 
£8.137
 
46,162 shares
 
Bob Whelan
 
President Pearson Assessments
 
78,634
 
37,365
 
£8.137
 
41,269 ADRs
 
Coram Williams
 
Chief Financial Officer
 
76,854
 
22,367
 
£8.137
 
54,487 shares
 
 
 
The following notifications, made in accordance with the requirements of the EU Market Abuse Regulation, give further detail.
 
 
 
 
 
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Tim Bozik
 
2
 
Reason for the notification
 
a)
 
Position/status
 
President Global Product
 
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
 
American Depositary Receipts (ADRs) in Pearson plc
(each ADR represents one ordinary share of 25 pence in Pearson plc)
 
ISIN: US7050151056
b)
 
Nature of the transaction
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Allotment of remaining shares to ADRs following release of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Volume: 78,634
Price : n/a
 
Volume: 32,630
Price: £8.137 per share
Aggregated price: £265,510.31
 
Volume: 46,004
Price: n/a
 
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
New York Stock Exchange (NYSE)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Rod Bristow
 
2
 
Reason for the notification
 
a)
 
Position/status
 
President UK & Core Markets
 
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
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 78,634
Price : n/a
 
Volume: 37,088
Price: £8.137 per share
Aggregated price: £301,785.06
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
John Fallon
 
2
 
Reason for the notification
 
a)
 
Position/status
 
Chief Executive 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
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 132,589
Price : n/a
 
Volume: 62,536
Price: £8.137 per share
Aggregated price: £508,855.43
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Giovanni Giovannelli
 
2
 
Reason for the notification
 
a)
 
Position/status
 
President Growth Markets
 
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
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 78,634
Price : n/a
 
Volume: 38,777
Price: £8.137 per share
Aggregated price: £315,528.45
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Albert Hitchcock
 
2
 
Reason for the notification
 
a)
 
Position/status
 
Chief Technology & Operations 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
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 87,371
Price : n/a
 
Volume: 41,209
Price: £8.137 per share
Aggregated price: £335.317.63
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Bob Whelan
 
2
 
Reason for the notification
 
a)
 
Position/status
 
President Pearson Assessments
 
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
 
American Depositary Receipts (ADRs) in Pearson plc
(each ADR represents one ordinary share of 25 pence in Pearson plc)
 
ISIN: US7050151056
b)
 
Nature of the transaction
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Allotment of remaining shares to ADRs following release of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Volume: 78,634
Price : n/a
 
Volume: 37,365
Price: £8.137 per share
Aggregated price: £304,039.01
 
Volume: 41,269
Price: n/a
 
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
New York Stock Exchange (NYSE)
 
 
 
 
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
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
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 76,854
Price : n/a
 
Volume: 22,367
Price: £8.137 per share
Aggregated price: £182,000.28
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
3 May 2019
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 
 
 
 
 
 
 
 
 
 
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: 09 May 2019
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary