0001654954-20-004905.txt : 20200505 0001654954-20-004905.hdr.sgml : 20200505 20200505095946 ACCESSION NUMBER: 0001654954-20-004905 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200505 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 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: 20847261 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 a0050m.htm DIRECTOR/PDMR SHAREHOLDING a0050m
 
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 2020
 
 
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
 
 
Pearson plc - (the "Company")
 
Notification of PDMR Interests
 
 
 
Long-Term Incentive Plan ("LTIP") - 2020 Vesting
 
 
On 11 September 2017, the Company made a grant of performance-related restricted shares to the Chief Executive under the shareholder approved LTIP which vested on 1 May 2020. Under the terms of the LTIP, the shares released on 1 May 2020 are based on Pearson's performance over the three-year period from 2017 to 2019 and continued employment throughout the period to the vesting date. Further, the Chief Executive is required to retain the shares released (after any sales to discharge tax liabilities) for a two-year holding period following vesting.
 
The following table sets out the number of shares released to Persons Discharging Managerial Responsibility (PDMR) on 1 May 2020 and notified to the Company on 4 May 2020. The LTIP rules require that sufficient shares are sold to discharge the tax liability arising on the shares released.  The shares set out in the fourth column below were sold on 1 May 2020 at the price shown in the fifth column below and with the number set out in the sixth column below being retained by the PDMR.
 
 
Name of Director / PDMR
 
Title
 
Shares Released
 
Shares sold to discharge tax liabilities
 
Sale price per share (£)
 
Shares Retained
 
John Fallon
 
Chief Executive
 
93,533
 
44,116
 
4.5356
 
49,417
 
 
 
The following notification, made in accordance with the requirements of the EU Market Abuse Regulation, gives further detail.
 
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
John Fallon
 
2
 
Reason for the notification
 
a)
 
Position/status
 
Chief Executive
 
b)
 
Initial notification /Amendment
 
Initial notification
 
3
 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
 
Name
 
Pearson plc
 
b)
 
LEI
 
2138004JBXWWJKIURC57
 
4
 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
 
a)
 
Description of the financial instrument, type of instrument
 
Identification code
 
Ordinary shares of 25 pence each in Pearson plc
 
ISIN: GB0006776081
 
b)
 
Nature of the transaction
 
Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award
 
c)
 
Price(s) and volume(s)
 
Allotment of Ordinary Shares following release of Long-Term incentive Plan award
 
Sale of shares to cover tax liabilities
 
Volume: 93,533
Price : n/a
 
Volume: 44,116
Price: £4.5356 per share
Aggregated price: £200,092.53
 
d)
 
Aggregated information
- Aggregated volume
- Price
 
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
 
e)
 
Date of the transaction
 
1 May 2020
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
 

 
 
 
 
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: 05 May 2020
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary