6-K 1 pson200612226k.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 December 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 22 December 2006 Pearson plc - Notification of Directors' Interests On 21 December 2006, Halifax ESS Trustees (formerly known as Mourant & Co Limited), being trustees of the Pearson plc Employee Share Ownership Trust (a discretionary trust under which all employees of the Pearson group are potential beneficiaries) purchased 1,000,000 shares at 769.8923p. All of the executive directors, being Marjorie Scardino, Rona Fairhead, John Makinson, David Bell and Robin Freestone, are deemed for the purposes of the Companies Act to be interested in all of these shares. Following this purchase, the Pearson plc Employee Share Ownership Trust holds a total of 3,520,843 shares representing 0.4369 % of the issued share capital of the company. 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: 22 December 2006 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary