6-K 1 pson200509266k.txt DIRECTOR/PDMR 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 September, 2005 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/PDMR Shareholding 26 September 2005 Pearson plc - Notification of Directors' Interests Pearson plc ("Pearson") today announces the following changes in directors' interests in Pearson ordinary shares of 25p each ("shares"). On 23 September 2005, Pearson made a grant of restricted shares to executive directors under its existing Long-Term Incentive Plan. This represents Pearson's annual grant of long-term incentives to executive directors for 2005. The earliest normal vesting date on which shares may be released is 23 September 2008. Subject to meeting certain performance conditions in full, and the retention of shares that vest on 23 September 2008 for a further two years, the maximum number of shares that the following executive directors may receive is: Marjorie Scardino (450,000); David Bell (170,000); Rona Fairhead (200,000); and John Makinson (180,000). One third of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE World Media Index over the three-year period 2005 to 2008. Another third of the award will be based on Pearson's return on invested capital in 2007. The final third of the award will be based on Pearson's growth in sales and in earnings per share over the period 2004 to 2007. The conditions and vesting arrangements will be set out in more detail in the report on directors' remuneration for 2005. 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: 26 September, 2005 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary