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 October 2016
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")
Notification of PDMR Interests
Long-Term Incentive Plan ("LTIP") - 2016 Time-Vesting
Release
In 2001, the Company established the Pearson Long-Term Incentive
Plan (the "LTIP"
).
Its purpose is to link management's long-term
reward with Pearson's financial performance and returns to
shareholders.
Under the terms of the LTIP Time-Vesting Plan, all shares are
released to participants on the vesting date, providing that the
participant is still employed by the Company.
The following table sets out the number of shares released to a
Person Discharging Managerial Responsibility (PDMR) on 3 October
2016 and notified to the Company on 3 October 2016. 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 third column below were sold on 3 October 2016 at the price
shown, with the number of American Depositary Receipts (ADRs) set
out in the fifth column below being allotted to and retained by the
PDMR.
Name
of PDMR
|
Shares Released
|
Shares sold to discharge tax liabilities
|
Sale price per share (£)
|
ADRs Retained
|
Melinda
Wolfe
|
45,960
|
25,746
|
7.59
|
20,214
|
The
following notifications, made in accordance with the requirements
of the EU Market Abuse Regulation, give 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
|
Melinda
Wolfe
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Human Resources Officer
|
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
|
Sale of
shares to cover tax liabilities arising from vesting of Long-Term
Incentive Plan award
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
Sale
price: £7.59 per share
|
25,746
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: 25,746 shares
Aggregated
price: £195,412.14
|
e)
|
Date of
the transaction
|
3
October 2016
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
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
|
American Depositary Receipts (ADRs) in Pearson plc
(each ADR represents one ordinary share of 25 pence in Pearson
plc)
ISIN: US7050151056
|
b)
|
Nature
of the transaction
|
Allotment
of ADRs following release of Long-Term Incentive Plan
award
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s)
|
n/a
|
20,214
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: 20,214 ADRs
Aggregated
price: n/a
|
e)
|
Date of
the transaction
|
3
October 2016
|
f)
|
Place
of the transaction
|
New
York Stock Exchange (XNYS)
|
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: 04
October 2016
By: /s/
NATALIE DALE
-----------------------
Natalie
Dale
Deputy
Company Secretary