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 March, 2005
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
Pearson plc (the Company)
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In 2001, the Company established the Pearson Long Term Incentive Plan (the Plan)
for the purpose of providing a long-term share incentive for executive directors
and senior executives of the Pearson group. The Plan provided for the grant of
two separate categories of award relating to ordinary shares in the Company
(Shares) - option awards and restricted share awards.
Restricted Share Awards Granted on 9 May 2001
The vesting of restricted share awards granted on 9 May 2001 was dependent on
the Company's free cash flow per share performance over the three-year period
2001 to 2003, as set out in the 2003 annual report and accounts.
On 25 February 2005, these restricted share awards vested as to 70.5 % of the
Shares originally comprised in the award (the Vested Shares). 75% of the Vested
Shares form the main tranche of the Award which may be called for by
participants within 6 months of vesting. Each of the executive directors has
exercised their right to call for the main tranche of their Vested Shares and
these Shares were released to them on 1 March 2005. The remaining 25% of the
Vested Shares form a deferred tranche which may be called for after 9 May 2006,
subject to continued employment and retention of the main tranche (other than
shares sold to satisfy any personal tax liabilities) to that date.
As a result of Shares being released, the following executive directors have
become entitled to the number of Shares shown in the second column below. The
number of Shares shown in the third column below were sold on 1 March 2005 at a
price of 634.14 pence per share in order to discharge tax and social security
liabilities on the Shares received, leaving the after-tax number of Shares set
out in the final column below.
Name of Director Shares Released Shares Sold to Shares
(@ 75% of vesting discharge tax Retained
shares) liabilities
David Bell 11,527 4,726 6,801
John Makinson 13,948 5,719 8,229
Marjorie Scardino 29,293 12,010 17,283
Restricted Share Awards Granted on 8 April 2002
On 1 March 2005 Rona Fairhead exercised a right to call for 5,000 shares under a
restricted share award granted to her on 8 April 2002. This award vested in full
on the third anniversary of the date of her employment by the Company on 8
October 2004.
2,050 Shares were sold on 1 March 2005 at a price of 634.14 pence per share in
order to discharge tax and social security liabilities on the Shares received,
leaving 2,950 Shares retained after tax.
Interests of the Directors
As a result of the above transactions, the executive directors are interested in
the following Shares (excluding Shares to which they are notionally entitled or
may become entitled, subject to the satisfaction of any relevant conditions,
under the Company's employee share plans) :
Name of Director Number of Shares % of Capital
David Bell 84,106 0.01047
Rona Fairhead 15,660 0.00195
John Makinson 124,127 0.01545
Marjorie Scardino 145,044 0.01806
The Shares required to satisfy these awards have been sourced from an employee
benefit trust established by the Company. As a result of the release of Shares
described above, the number of Shares held by Pearson Employee Share Trustees
Limited (as trustee of the Pearson Employee Share Trust) is now 23,072 Shares
(representing 0.00287% of the Company's issued ordinary share capital).
Each of the executive directors of the Company is for Companies Act purposes,
regarded as interested in all the shares held by this trust. Despite the
technical interest in all the Shares each executive director will only be
entitled to receive from the Trust that number of Shares to which he or she is
entitled under share plans operated by the Company in which he or she
participates.
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: 02 March 2005
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary