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 May 2006
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/PDMR Shareholding
Pearson plc (the Company)
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). Each of the
executive directors exercised their right to call for the main tranche of their
Vested Shares (being 75% of the total award) and these Shares were released to
them on 1 March 2005. The remaining 25% of the Vested Shares formed a deferred
tranche which could 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 the deferred tranche 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 10 March 2006 at a price of 7.642424 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 Shares Released (@ 25% of Shares Sold to discharge Shares
Director vesting shares) tax liabilities retained
David Bell 3,842 1,576 2,266
John Makinson 4,649 1,907 2,742
Marjorie Scardino 9,764 4,004 5,760
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 107,558 0.01337
John Makinson 155,351 0.01931
Marjorie Scardino 190,649 0.02370
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 Mourant & Co Trustees Limited (as
trustee of the Pearson plc Employee Share Ownership Trust) is now 1,724,428
Shares (representing 0.2143% 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.
Stephen Jones
Deputy 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: 11 May 2006
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary