Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 June 2024

 

 

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

 

 

 

 

TR-1: Standard form for notification of major holdings

 

1. Issuer Details

ISIN

GB0006776081

 

Issuer Name

PEARSON PLC

 

UK or Non-UK Issuer

UK

 

2. Reason for Notification

An acquisition or disposal of voting rights; An event changing the breakdown of voting rights

 

3. Details of person subject to the notification obligation

Name

Artisan Partners Limited Partnership

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

US

 

4. Details of the shareholder

Name	City of registered office	Country of registered office
Brown Brothers Harriman	Boston	United Sates
State Street Bank	Boston	United States
Bank of New York	New York	United States
Northern Trust	Chicago	United States
Mellon Bank	Pittsburgh	United States
JPMorgan Chase	Dallas	United States

5. Date on which the threshold was crossed or reached

03-Jun-2024

 

6. Date on which Issuer notified

05-Jun-2024

 

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	5.040000	0.000000	5.040000	33783078
Position of previous notification (if applicable)

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB0006776081		33783078		5.040000
Sub Total 8.A	33783078		5.040000%

 

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

 

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

 

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

 

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Artisan Partners Asset Management Inc.	Artisan Partners Holdings LP
Artisan Partners Holdings LP	Artisan Partners Investments GP LLC
Artisan Partners Investments GP LLC	Artisan Partners Limited Partnership
Artisan Partners Limited Partnership		5.040000	0.000000	5.040000%

 

10. In case of proxy voting

Name of the proxy holder

Artisan Partners Limited Partnership

 

The number and % of voting rights held

33,783,078 voting rights and 5.04%

 

The date until which the voting rights will be held

n/a

 

11. Additional Information

 

12. Date of Completion

05-Jun-2024

 

13. Place Of Completion

Milwaukee, Wisconsin, United States of America

 

 

 

 

 

	PEARSON plc
Date: 06 June 2024
	By: /s/ NATALIE WHITE
	------------------------------------
	Natalie White
	Deputy Company Secretary

---