-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBbKUKV3UH+scUk6R8OFVlIjQJiwk//ry+J2fniW9pI/sepfyagQIfKScMRL1ki1 IxmwVNBNEHPZ0v9iVKn2EA== 0001191638-06-002337.txt : 20060927 0001191638-06-002337.hdr.sgml : 20060927 20060927061237 ACCESSION NUMBER: 0001191638-06-002337 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060927 FILED AS OF DATE: 20060927 DATE AS OF CHANGE: 20060927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16055 FILM NUMBER: 061109987 BUSINESS ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL BUSINESS PHONE: 442070102000 MAIL ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL 6-K 1 pson200609276k.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, 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 26 September 2003 The first tranche of the restricted share awards granted on 26 September 2003, to executive directors and other members of the Pearson Management Committee, vested on 26 September 2006. As a result of these 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 26 September 2006 at a price of 746.878 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 Director Shares Released Shares Sold to Shares Retained discharge tax liabilities David Bell 16,480 6,757 9,723 Rona Fairhead 16,480 6,757 9,723 John Makinson 16,480 6,757 9,723 Marjorie Scardino 24,040 9,857 14,183
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 122,518 0.01521 Rona Fairhead 62,593 0.00777 John Makinson 172,872 0.02146 Marjorie Scardino 212,160 0.02633
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 Halifax EES Trustees International Limited (as trustee of the Pearson Employee Share Ownership Trust) is now 2,520,843 Shares (representing 0.313% 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. 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: 27 September, 2006 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary -----END PRIVACY-ENHANCED MESSAGE-----