Pearson plc

05/05/2022 | Press release | Distributed by Public on 05/05/2022 10:52

Current Report by Foreign Issuer (Form 6-K)

a5161k
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 ofMay 2022
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
Pearson plc - (the "Company")
Notification of PDMRs' Interests
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Thomas ap Simon
2
Reason for the notification
a)
Position/status
President - Virtual Learning
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
b)
Nature of the transaction
Grant of restricted shares awarded under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
93,362
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 93,362 shares
Aggregated price: N/A
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
N/A
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Thomas ap Simon

2
Reason for the notification
a)
Position/status
President - Virtual Learning
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Ordinary shares of 25 pence each in Pearson plc
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
Identification code
ISIN: GB0006776081
ISIN: US7050151056
b)
Nature of the transaction
Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)
Price(s) and volume(s)
Release of ordinary Shares following release of LTIP award
Sale of ordinary shares to cover tax liability
Conversion of residual ordinary shares to ADRs
Volume: 10,809
Price: n/a
Volume: 4,483
Price: £7.8874 per share
Aggregated price: £35,359
Volume: 6,326
Price: n/a
d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume:
- see 4 (c) above
Aggregated price:
- see 4 (c) above
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
London Stock Exchange (XLON)
New York Stock Exchange (NYSE)
Sale of shares to cover tax withholding obligations
Due to an administrative error, insufficient shares were sold to satisfy tax following the vesting of Mr ap Simon's Management Incentive Plan (MIP) award/s on 31 March 2022; therefore 2,017 additional shares were sold on 4 May 2022 to fully settle his tax liability, pursuant to the MIP rules. Mr ap Simon retains all vested shares from this award not sold to settle tax obligations.
The following table sets out the number of shares that were sold on 4 May 2022 and notified to the Company the same day, at the price shown in the fourth column below.
Name of Director / PDMR
Title
Shares sold to discharge tax liabilities
Sale price per share ($)
Thomas ap Simon
President - Virtual Learning
2,017
$9.84
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Thomas ap Simon
2
Reason for the notification
a)
Position/status
President - Virtual Learning
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
ISIN: US7050151056
b)
Nature of the transaction
Sale of shares to cover tax liabilities arising from vesting of Management Incentive Plan award
c)
Price(s) and volume(s)
Volume: 2,017 ADRs
Price: $9.84 per ADR
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 2,017 ADRs
Aggregated price: $19,847
e)
Date of the transaction
4 May 2022
f)
Place of the transaction
New York Stock Exchange (NYSE)

1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Timothy Bozik
2
Reason for the notification
a)
Position/status
President - Higher Education
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
b)
Nature of the transaction
Grant of restricted shares awarded under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
155,067
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 155,067 shares
Aggregated price: N/A
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
N/A
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Timothy Bozik
2
Reason for the notification
a)
Position/status
President - Higher Education
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Ordinary shares of 25 pence each in Pearson plc
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
Identification code
ISIN: GB0006776081
ISIN: US7050151056
b)
Nature of the transaction
Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)
Price(s) and volume(s)
Release of ordinary Shares following release of LTIP award
Sale of ordinary shares to cover tax liability
Conversion of residual ordinary shares to ADRs
Volume: 18,128
Price: n/a
Volume: 8,064
Price: £7.8874 per share
Aggregated price: £63,604
Volume: 10,064
Price: n/a
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume:
- see 4 (c) above
Aggregated price:
- see 4 (c) above
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
London Stock Exchange (XLON)
New York Stock Exchange (NYSE)
Sale of shares to cover tax withholding obligations
Due to an administrative error, insufficient shares were sold to satisfy tax following the vesting of Mr Bozik's Management Incentive Plan (MIP) award/s on 31 March 2022; therefore 11,000 additional shares were sold on 4 May 2022 to fully settle his tax liability, pursuant to the MIP rules. Mr Bozik retains all vested shares from this award not sold to settle tax obligations.
The following table sets out the number of shares that were sold on 4 May 2022 and notified to the Company the same day, at the price shown in the fourth column below.
Name of Director / PDMR
Title
Shares sold to discharge tax liabilities
Sale price per share ($)
Timothy Bozik
President - Higher Education
11,000
$9.8635
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Timothy Bozik
2
Reason for the notification
a)
Position/status
President - Higher Education
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
ISIN: US7050151056
b)
Nature of the transaction
Sale of shares to cover tax liabilities arising from vesting of Management Incentive Plan award
c)
Price(s) and volume(s)
Volume: 11,000 ADRs
Price: $9.8635 per ADR
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 11,000 ADRs
Aggregated price: $108,499
e)
Date of the transaction
4 May 2022
f)
Place of the transaction
New York Stock Exchange (NYSE)
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Timothy Bozik

2
Reason for the notification
a)
Position/status
President - Higher Education
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
ISIN: US7050151056
b)
Nature of the transaction
Sale of shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
(i) $10.02 per ADR
(ii) $10.015 per ADR
(iii) $10.01 per ADR
(iv) $10.03 per ADR
(v) $10.02 per ADR
(vi) $10.0303 per ADR
(i) 5,227 ADRs
(ii) 100 ADRs
(iii) 12,849 ADRs
(iv) 8,892 ADRs
(v) 6,985 ADRs
(vi) 2,300 ADRs
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 36,353 ADRs
Aggregated price: $364,240.68
e)
Date of the transaction
All transactions are as at 6 May 2022
f)
Place of the transaction
New York Stock Exchange (NYSE)
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Giovanni Giovannelli
2
Reason for the notification
a)
Position/status
President - English Language Learning
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
b)
Nature of the transaction
Grant of restricted shares awarded under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
149,083
d)
Aggregated information
- Aggregated volume

- Price
Aggregated volume: 149,083 shares

Aggregated price: N/A
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
N/A

1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Giovanni Giovannelli
2
Reason for the notification
a)
Position/status
President - English Language Learning
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Ordinary shares of 25 pence each in Pearson plc
Identification code
ISIN: GB0006776081
b)
Nature of the transaction
Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)
Price(s) and volume(s)
Release of ordinary Shares following release of LTIP award
Sale of ordinary shares to cover tax liability
Volume: 18,935
Price: n/a
Volume: 1,875
Price: £7.8874 per share
Aggregated price: £14,789
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume:
- see 4 (c) above
Aggregated price:
- see 4 (c) above
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
London Stock Exchange (XLON)

1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Michael Howells
2
Reason for the notification
a)
Position/status
President - Workforce Skills
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
b)
Nature of the transaction
Grant of restricted shares awarded under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
92,375
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 92,375 shares
Aggregated price: N/A
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
N/A
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Michael Howells
2
Reason for the notification
a)
Position/status
President - Workforce Skills
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Ordinary shares of 25 pence each in Pearson plc
Identification code
ISIN: GB0006776081
b)
Nature of the transaction
Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)
Price(s) and volume(s)
Release of ordinary Shares following release of LTIP award
Sale of ordinary shares to cover tax liability
Volume: 9,318
Price: n/a
Volume: 4,510
Price: £7.8874 per share
Aggregated price: £35,572
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume:
- see 4 (c) above
Aggregated price:
- see 4 (c) above
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
London Stock Exchange (XLON)

1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Arthur Valentine
2
Reason for the notification
a)
Position/status
President - Assessment & Qualifications
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Identification code
Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
b)
Nature of the transaction
Grant of restricted shares awarded under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
85,456
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 85,456 shares
Aggregated price: N/A
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
N/A

1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Arthur Valentine
2
Reason for the notification
a)
Position/status
President - Assessment & Qualifications
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Pearson plc
b)
LEI
2138004JBXWWJKIURC57
4
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, type of instrument
Ordinary shares of 25 pence each in Pearson plc
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
Identification code
ISIN: GB0006776081
ISIN: US7050151056
b)
Nature of the transaction
Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)
Price(s) and volume(s)
Release of ordinary Shares following release of LTIP award
Sale of ordinary shares to cover tax liability
Conversion of residual ordinary shares to ADRs
Volume: 2,446
Price: n/a
Volume: 672
Price: £7.8874 per share
Aggregated price: £5,300
Volume: 1,774
Price: n/a
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above
e)
Date of the transaction
3 May 2022
f)
Place of the transaction
London Stock Exchange (XLON)
New York Stock Exchange (NYSE)
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: 5 May 2022
By: /s/ NATALIE WHITE
------------------------------------
Natalie White
Deputy Company Secretary