6-K 1 pson200608166k.txt HOLDING(S) IN COMPANY 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 August 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 Holding(s) in Company Letter to RNS Letter dated 16 August 2006 Notification of Change in Interest in Shares We write in accordance with rule 9.12, under the continuing obligations section of the Listing Rules, to notify you that on 16 August 2006 we received information that, pursuant to section 198 of the Companies Act 1985, the shareholding of FMR Corp. and Fidelity International Ltd, which equals 40,387,491 shares, now represents 5.01% of the issued ordinary share capital of Pearson plc. The registered holders of the shares are listed on the schedule below. Letter from Pearson Plc Amendment 13 NOTIFICATIONS UNDER SECTIONS 198 TO 202 -- U.K. COMPANIES ACT 1. Company in which shares are held: Pearson Plc 2. Notifiable Interest: Ordinary Shares (A) FMR Corp. 82 Devonshire Street Boston, MA 02109 Parent holding company of Fidelity Management & Research Company (FMRCO), investment manager for US mutual funds, and Fidelity Management Trust Company (FMTC), a US state chartered bank which acts as a trustee or investment manager of various pension and trust accounts. (See Schedule A for listing of Registered Shareholders and their holdings.) (B) Fidelity International Limited (FIL) P.O. Box HM 670 Hamilton HMCX, Bermuda Parent holding company for various direct and indirect subsidiaries, including Fidelity Investment Services Ltd. (FISL), Fidelity Gestion (FIGEST), Fidelity Investments Advisory (Korea) Limited (FIA(K)L), Fidelity Investments Management (Hong Kong) Limited (FIMHK), Fidelity Pension Management (FPM), Fidelity Investments Japan (FIJ) and Fidelity Investments International (FII), investment managers for various non-US investment companies and institutional clients. 3. The notifiable interests also comprise the notifiable interest of: Mr. Edward C. Johnson 3d 82 Devonshire Street Boston, MA 02109 A principal shareholder of FMR Corp. and Fidelity International Limited. 4. The notifiable interests include interest held on behalf of authorized unit trust schemes in the U.K., notwithstanding the exemption from reporting pursuant to Section 209 (1)(h) of the Companies Act 1985. 5. These notifications of disclosable interests constitute separate notifications of interest in the shares and are combined solely for the purposes of clarity and efficiency. Nothing herein should be taken to indicate that FMR Corp. and its direct and indirect subsidiaries, Fidelity International Limited and its direct and indirect subsidiaries or Mr. Edward C. Johnson 3d act as a group or in concert in respect of the disclosed interests, or that they are required to submit these notifications on a joint basis. 6. The disclosable interests arise under section 208(4)(b) of the Act, namely where a person, not being the registered holder, is entitled to exercise a right conferred by the holding of the shares or to control the exercise of such rights, or under section 203 of the Act respectively. Schedule A Security: PEARSON PLC Amendment 13 Current ownership percentage: 5.01% Total Shares Held: 40,387,491 Shares in issue: 805,515,328 Change in holdings since last filing: +7,071,284 ordinary shares MANAGEMENT SHARES HELD COMPANY NOMINEE/REGISTERED NAME 7,215,637 FPM JP MORGAN, BOURNEMOUTH 2,378,700 FPM JP MORGAN, BOURNEMOUTH 1,543,200 FPM NORTHERN TRUST LONDON 545,900 FPM MELLON BANK 477,200 FPM STATE STR BK AND TR CO LNDN (S 337,700 FPM BANK OF NEW YORK BRUSSELS 325,700 FPM BANKERS TRUST LONDON 135,600 FPM MIDLAND SECURITIES SERVICES 300 FMTC BROWN BROTHERS HARRIMAN AND CO 1,905,628 FMRCO JPMORGAN CHASE BANK 27,900 FMRCO STATE STREET BANK AND TR CO 3,520,487 FISL JP MORGAN, BOURNEMOUTH 20,505,451 FIL BROWN BROS HARRIMN LTD LUX 1,227,588 FIL JP MORGAN, BOURNEMOUTH 152,400 FIL BANK OF NEW YORK BRUSSELS 88,100 FIL NORTHERN TRUST LONDON 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: 16 August 2006 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary