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 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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Report includes the following documents: 1. A press release from Pearson plc announcing Director Shareholding Non-Executive Directors' Share Purchase Plan Below are details of purchases of ordinary shares and ADRs made today under the Non-Executive Directors' Share Purchase Plan:- Name of No. of Percentage Price per Total Holding Total Percentage Director Shares of Issued Share Following Following Purchased Stock Notification Notification Lord 343 0.000043% GBP6.4877 4,432 0.00055% Burns Reuben 447 0.000056% GBP6.4877 15,245 0.00190% Mark Vernon 344 0.000043% GBP6.4877 4,287 0.00053% Sankey Dennis 1,147 0.00014% GBP6.4877 168,190 0.02094% Stevenson Gurvirendra 1,519 0.000189% GBP6.4877 9,671 0.00120% Talwar Name of No. of ADRs Percentage Price per Total Holding Total Percentage Director Purchased of Issued ADR Following Following Stock Notification Notification Susan 441 0.000055% $12.3863 992 0.00012% Fuhrman 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: 31 March 2005 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary