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 2021
 
Commission File Number: 001-38303
______________________
 
WPP plc
(Translation of registrant's name into English)
________________________
 
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
 
 
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
 
Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___
 
Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
Forward-Looking Statements
 
In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2019, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.
 
The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
 
1
Vesting of executive share awards dated 04 May 2021, prepared by WPP plc.
 
 
WPP plc (the "Company")
 
 
 
Vesting of executive share awards
 
Notification of Transactions of Directors/Persons Discharging Managerial Responsibilities or their Connected Persons
 
The Company announces that the following persons discharging managerial responsibilities transacted in ordinary shares of 10 pence each in the Company due to the vesting of awards made under the following terms:
 
1.   On 4 May 2021, Mark Read became entitled to receive 46,027 ordinary shares pursuant to the vesting of the third and final tranche of a special one-off award granted to him on his appointment as joint Chief Operating Officer of the Company in April 2018, prior to his appointment as Chief Executive Officer of the Company WPP on 3 September 2018 ("2018 Special Award"). Mark Read has retained all of these ordinary shares and personally discharged the associated tax liabilities; and
 
2.   On 4 May 2021, John Rogers became entitled to receive 67,189 ordinary shares pursuant to the vesting of an award made to compensate him for the loss of a deferred share award that was forfeited on his departure from Sainsbury's ("2020 Contractual Award"). John Rogers sold 31,642 ordinary shares at £9.90 per share to meet the tax liability arising at vesting and has retained 35,547 ordinary shares.
 
 
Name of Executive Director
2018 Special Award shares vested
2020 Contractual Award shares vested
Total number of shares sold to cover statutory withholding liabilities
Date of sale
Mark Read
 
46,027
 
N/A
 
N/A
 
N/A
 
John Rogers
 
N/A
 
67,189
 
31,642
 
4 May 2021
 
 
 
1.
 
Details of PDMR/person closely associated with them ('PCA')
 
a)
 
Name 
 
Mark Read
 
b)
 
Position/status
 
Chief Executive Officer
 
c)
 
Initial notification/amendment
 
Initial notification
 
2.
 
Details of the issuer
 
a)
 
Full name of the entity
 
WPP plc
 
b)
 
Legal Entity Identifier code
 
549300LSGBXPYHXGDT93
 
3.
 
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
 
Ordinary shares of 10 pence each ('Ordinary Shares')
ISIN: JE00B8KF9B49
 
b)
 
Nature of the transaction 
 
Acquisition of Ordinary Shares made under the 2018 Special Award.
 
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
 
£9.90
 
46,027
 
d)
 
Aggregated information
-     Aggregated volume
-     Price
 
N/A (single transaction)
 
e)
 
Date of the transaction
 
4 May 2021
 
f)
 
Place of the transaction
 
London Stock Exchange
 
 
 
1.
 
Details of PDMR/person closely associated with them ('PCA')
 
a)
 
Name 
 
John Rogers
 
b)
 
Position/status
 
Chief Financial Officer
 
c)
 
Initial notification/amendment
 
Initial notification
 
2.
 
Details of the issuer
 
a)
 
Full name of the entity
 
WPP plc
 
b)
 
Legal Entity Identifier code
 
549300LSGBXPYHXGDT93
 
3.
 
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
 
Ordinary shares of 10 pence each ('Ordinary Shares')
ISIN: JE00B8KF9B49
 
Transaction 1
 
b)
 
Nature of the transaction 
 
Acquisition of Ordinary Shares made under the 2020 Contractual Award.
 
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
 
£9.90
 
67,189
 
d)
 
Aggregated information
-     Aggregated volume
-     Price
 
N/A (single transaction)
 
e)
 
Date of the transaction
 
4 May 2021
 
f)
 
Place of the transaction
 
London Stock Exchange
 
Transaction 2
 
b)
 
Nature of the transaction 
 
Sale of Ordinary Shares made under the 2020 Contractual Award to cover statutory withholding liabilities.
 
c)
 
Price(s) and volume(s)
 
Price(s)
 
Volume(s)
 
£9.90
 
31,642
 
d)
 
Aggregated information
-     Aggregated volume
-     Price
 
N/A (single transaction)
 
e)
 
Date of the transaction
 
4 May 2021
 
f)
 
Place of the transaction
 
London Stock Exchange
 
 
 
This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
 
 
Balbir Kelly-Bisla
Company Secretary
 
Further information 
Chris Wade, WPP +44 (0)20 7282 4600 
 
About WPP
WPP is a creative transformation company. We use the power of creativity to build better futures for our people, planet, clients and communities. For more information, visit www.wpp.com.
 
 
END
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES
 
 
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.
 
 
WPP PLC
 
(Registrant)
 
 
Date: 04 May 2021.
By:  ______________________
 
          Balbir Kelly-Bisla
 
          Company Secretary
 
 
 
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