UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 December, 2002
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
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This Report includes the following documents:
1. A press release from Pearson plc announcing Director Shareholding
17 December 2002
Dear Sirs,
Pearson today announces the following changes in directors' interests in Pearson
ordinary shares of 25p each ("shares").
The company made a grant of restricted shares to executive directors under the
Long Term Incentive Plan on 16 December 2002. This represents this year's grant
of long-term incentives to executive directors.
The following executive directors were granted restricted shares which will vest
on 28 June 2005: Marjorie Scardino (60,340 restricted shares); John Makinson
(34,480); David Bell (26,613); Peter Jovanovich (33,066) and Rona Fairhead
(26,613).
The grant included four additional tranches as follows:
Restricted Shares (#)
Tranche (a) (b) (c) (d)
Vesting price GBP9 GBP11 GBP13 GBP18
M M Scardino 60,340 60,340 60,340 120,680
J C Makinson 34,480 34,480 34,480 68,960
D C M Bell 26,613 26,613 26,613 53,226
P Jovanovich 33,066 33,066 33,066 66,132
R Fairhead 26,613 26,613 26,613 53,226
The tranches shown in (a), (b), (c) and (d) will vest no earlier than 28 June
2005 subject to the Pearson share price reaching GBP9, GBP11, GBP13 and GBP18
respectively for a period of 20 consecutive business days before 28 June 2009.
At the close of business on 16 December 2002, the Pearson share price was
GBP6.385.
Yours faithfully,
PEARSON plc
Julia Casson
Company Secretary
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: 17 December 2002
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary