Report of Foreign Issuer (6-k)
May 09 2019 - 9:49AM
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
2019
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") - 2019 Vesting
On 3 May 2016, the Company made a grant of performance-related
restricted shares to members of the Pearson Executive under the
shareholder approved LTIP which vested on 3 May 2019. Under the
terms of the LTIP, the shares released to participants on 3 May
2019 are based on Pearson's performance over the three-year period
from 2016 to 2018 and the share price on 31 December 2018 and
continued employment throughout the period to the vesting date.
Further, the participants are 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 3 May 2019
and notified to the Company on 7 May 2019. 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 3 May 2019 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 (either as ordinary shares
or ADRs, as indicated in that column).
Name
of Director / PDMR
|
Title
|
Shares Released
|
Shares sold to discharge tax liabilities
|
Sale price per share (£)
|
Shares / ADRs Retained
|
Tim
Bozik
|
President Global Product
|
78,634
|
32,630
|
£8.137
|
46,004 ADRs
|
Rod
Bristow
|
President UK & Core Markets
|
78,634
|
37,088
|
£8.137
|
41,546 shares
|
John
Fallon
|
Chief Executive Officer
|
132,589
|
62,536
|
£8.137
|
70,053 shares
|
Giovanni
Giovannelli
|
President Growth Markets
|
78,634
|
38,777
|
£8.137
|
39,857 shares
|
Albert
Hitchcock
|
Chief Technology & Operations Officer
|
87,371
|
41,209
|
£8.137
|
46,162 shares
|
Bob
Whelan
|
President Pearson Assessments
|
78,634
|
37,365
|
£8.137
|
41,269 ADRs
|
Coram
Williams
|
Chief Financial Officer
|
76,854
|
22,367
|
£8.137
|
54,487 shares
|
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
|
Tim
Bozik
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President
Global Product
|
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
|
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 Ordinary Shares following release of Long-Term incentive Plan
award
|
Sale of
shares to cover tax liabilities
|
Allotment
of remaining shares to ADRs following release of Long-Term
Incentive Plan award
|
c)
|
Price(s)
and volume(s)
|
Volume:
78,634
Price :
n/a
|
Volume:
32,630
Price:
£8.137 per share
Aggregated
price: £265,510.31
|
Volume:
46,004
Price:
n/a
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
New
York Stock Exchange (NYSE)
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Rod
Bristow
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President
UK & Core Markets
|
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:
78,634
Price :
n/a
|
Volume:
37,088
Price:
£8.137 per share
Aggregated
price: £301,785.06
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
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 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:
132,589
Price :
n/a
|
Volume:
62,536
Price:
£8.137 per share
Aggregated
price: £508,855.43
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Giovanni
Giovannelli
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President
Growth Markets
|
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:
78,634
Price :
n/a
|
Volume:
38,777
Price:
£8.137 per share
Aggregated
price: £315,528.45
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
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 & 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:
87,371
Price :
n/a
|
Volume:
41,209
Price:
£8.137 per share
Aggregated
price: £335.317.63
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bob
Whelan
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President
Pearson Assessments
|
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
|
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 Ordinary Shares following release of Long-Term incentive Plan
award
|
Sale of
shares to cover tax liabilities
|
Allotment
of remaining shares to ADRs following release of Long-Term
Incentive Plan award
|
c)
|
Price(s)
and volume(s)
|
Volume:
78,634
Price :
n/a
|
Volume:
37,365
Price:
£8.137 per share
Aggregated
price: £304,039.01
|
Volume:
41,269
Price:
n/a
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
New
York Stock Exchange (NYSE)
|
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
|
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:
76,854
Price :
n/a
|
Volume:
22,367
Price:
£8.137 per share
Aggregated
price: £182,000.28
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated
volume: see 4 (c) above
Aggregated
price: see 4 (c) above
|
e)
|
Date of
the transaction
|
3 May
2019
|
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:
09
May 2019
|
|
|
By: /s/
NATALIE WHITE
|
|
|
|
------------------------------------
|
|
Natalie
White
|
|
Deputy
Company Secretary
|
Pearson (NYSE:PSO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Pearson (NYSE:PSO)
Historical Stock Chart
From Apr 2023 to Apr 2024