6-K 1 pson200412026k.txt DIRECTOR SHAREHOLDING 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 December, 2004 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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Report includes the following documents: 1. A press release from Pearson plc announcing Director Shareholding 2 December 2004 RNS The London Stock Exchange Dear Sirs Pearson plc (the Company) In 1999, the Company established the Pearson Reward Plan (the Plan) for the purpose of providing a long term share incentive for executive directors and senior executives of the Pearson group. The Plan provided for the grant of two separate categories of award relating to ordinary shares in the Company (Shares) - Pearson Premium Option awards and Pearson Equity Incentive (PEI) awards. The vesting level of PEI awards is dependent on the Company's performance over a three-year period, measured in terms of free cash flow per share. On 8 June 2002, the PEI awards granted in 1999 vested as to 97.2 % of the Shares originally comprised in the award. These Shares were subject to a two-year retention period following vesting. Employee benefit trusts hold sufficient Shares to satisfy these PEI awards. The Shares required to satisfy this award have been sourced from an employee benefits trust established by the Company. As a result of the release of Shares described above, the number of shares held by Pearson Employee Share Trustees Limited (as trustee of the Pearson Employee Share Trust) is now 82,840 Shares (representing 0.011% of the Company's issued ordinary share capital). No executive directors have called for Shares under these PEI awards. Each of the executive directors of the Company is for Companies Act purposes, regarded as interested in all the shares held by this trust. Despite the technical interest in all the Shares each executive director will only be entitled to receive from the Trust that number of Shares to which he or she is entitled under share plans operated by the Company in which he or she participates. Yours faithfully Stephen Jones Deputy Secretary 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: 2 December, 2004 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary