Report of Foreign Issuer (6-k)
May 10 2017 - 7:55AM
Edgar (US Regulatory)
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 2017
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") - 2017 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
Persons Discharging Managerial Responsibility (PDMR) on 8 May 2017
and notified to the Company on 8 May 2017. 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 8 May 2017 at the price shown, with
the number of shares/American Depositary Receipts (ADRs) set out in
the fifth column below being allotted to and retained by the PDMR
towards meeting their shareholding guideline.
Name
of PDMR
|
Shares Released
|
Shares sold to discharge tax liabilities
|
Sale price per share (£)
|
Shares/ADRs Retained
|
Albert
Hitchcock
|
38,035
|
17,940
|
7.2806
|
20,095 shares
|
Kate
James
|
39,935
|
20,519
|
7.2806
|
19,416 ADRs
|
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
|
Albert
Hitchcock
|
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Technology and Operations 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
|
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:
20,095
Price :
n/a
|
Volume:
17,940
Price:
7.2806 per share
Aggregated
price : £130,613.964
|
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
|
e)
|
Date of
the transaction
|
8 May
2017
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Kate
James
|
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief
Corporate Affairs & Global Marketing 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: £7.2806 per share
|
20,519
|
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: 20,519 shares
Aggregated
price: £149,390.6314
|
|
e)
|
Date of
the transaction
|
8 May
2017
|
|
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
|
19,416
|
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: 19,416
Aggregated
price: n/a
|
|
e)
|
Date of
the transaction
|
8 May
2017
|
|
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: 10
May 2017
|
|
|
By: /s/
NATALIE DALE
|
|
|
|
------------------------------------
|
|
Natalie
Dale
|
|
Deputy
Company Secretary
|
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