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 September, 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 26 September 2003
The first tranche of the restricted share awards granted on 26 September 2003,
to executive directors and other members of the Pearson Management Committee,
vested on 26 September 2006.
As a result of these 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 26 September
2006 at a price of 746.878 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 Retained
discharge tax
liabilities
David Bell 16,480 6,757 9,723
Rona Fairhead 16,480 6,757 9,723
John Makinson 16,480 6,757 9,723
Marjorie Scardino 24,040 9,857 14,183
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 122,518 0.01521
Rona Fairhead 62,593 0.00777
John Makinson 172,872 0.02146
Marjorie Scardino 212,160 0.02633
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 Halifax EES Trustees International
Limited (as trustee of the Pearson Employee Share Ownership Trust) is now
2,520,843 Shares (representing 0.313% 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: 27 September, 2006
By: /s/ STEPHEN JONES
-----------------------
Stephen Jones
Deputy Secretary