Report of Foreign Issuer (6-k)

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 2018

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

9 May 2018

Pearson plc - (the "Company")

Notification of Directors' Interests

Long-Term Incentive Plan

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. The LTIP was renewed and approved by shareholders in 2011. The operation of the LTIP is governed by the remuneration policy approved by shareholders at the Annual General Meeting on 5 May 2017.

2018 Award

On 8 May 2018, the Company made a grant of performance-related restricted shares to executive directors under the LTIP. This represents the company's annual grant of long-term incentives to executive directors for 2018.

The awards will vest on 1 May 2021 subject to the following performance conditions:

a) One-third of the award will be based on Pearson's earnings per share in 2020;

b) One-third of the award will be based on Pearson's return on invested capital in 2020; and

c) One-third of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE 100 Index over the three-year period 1 January 2018 to 31 December 2020

Details of the performance conditions can be found in the Directors' Remuneration Report contained in the Annual Report for the year ending 31 December 2017. Any shares which vest on 1 May 2021 will be subject to an additional two year holding period to 1 May 2023.

The awards were made on the following basis:

Name	Title	Restricted shares awarded	Share price on date of award	Face value on date of award
Name	Title	Restricted shares awarded	Share price on date of award	£	% of base salary at date of award
John Fallon	CEO	246,000	893.60p	£2,198,256	275%
Coram Williams	CFO	145,000	893.60p	£1,295,720	245%

The notification below is made in accordance with the requirements of the EU Market Abuse Regulation.

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	Award of performance-related restricted shares under the Long-Term Incentive Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	246,000
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 246,000 shares Aggregated price: n/a
e)	Date of the transaction	8 May 2018
f)	Place of the transaction	n/a

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Coram Williams
2	Reason for the notification
a)	Position/status	Chief financial 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	Award of performance-related restricted shares under the Long-Term Incentive Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	145,000
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 145,000 shares Aggregated price: n/a
e)	Date of the transaction	8 May 2018
f)	Place of the transaction	n/a

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.  