6-K 1 pson200605116k.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 May 2006 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 Pearson plc (the Company) In 2001, the Company established the Pearson Long Term Incentive 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) - option awards and restricted share awards. Restricted Share Awards Granted on 9 May 2001 The vesting of restricted share awards granted on 9 May 2001 was dependent on the Company's free cash flow per share performance over the three-year period 2001 to 2003 as set out in the 2003 annual report and accounts. On 25 February 2005, these restricted share awards vested as to 70.5 % of the Shares originally comprised in the award (the Vested Shares). Each of the executive directors exercised their right to call for the main tranche of their Vested Shares (being 75% of the total award) and these Shares were released to them on 1 March 2005. The remaining 25% of the Vested Shares formed a deferred tranche which could be called for after 9 May 2006, subject to continued employment and retention of the main tranche (other than shares sold to satisfy any personal tax liabilities) to that date. As a result of the deferred tranche of Shares being released, the following executive directors have become entitled to the number of Shares shown in the second column below. The number of Shares shown in the third column below were sold on 10 March 2006 at a price of 7.642424 pence per share in order to discharge tax and social security liabilities on the Shares received, leaving the after-tax number of Shares set out in the final column below.
Name of Shares Released (@ 25% of Shares Sold to discharge Shares Director vesting shares) tax liabilities retained David Bell 3,842 1,576 2,266 John Makinson 4,649 1,907 2,742 Marjorie Scardino 9,764 4,004 5,760
Interests of the Directors As a result of the above transactions, the executive directors are interested in the following Shares (excluding Shares to which they are notionally entitled or may become entitled, subject to the satisfaction of any relevant conditions, under the Company's employee share plans) :
Name of Director Number of Shares % of Capital David Bell 107,558 0.01337 John Makinson 155,351 0.01931 Marjorie Scardino 190,649 0.02370
The Shares required to satisfy these awards have been sourced from an employee benefit trust established by the Company. As a result of the release of Shares described above, the number of Shares held by Mourant & Co Trustees Limited (as trustee of the Pearson plc Employee Share Ownership Trust) is now 1,724,428 Shares (representing 0.2143% of the Company's issued ordinary share capital). 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. 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: 11 May 2006 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary