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 2013 
 
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 Directors' Interests
 
 
Long-Term Incentive Plan ("LTIP") - 2013 Release
 
In 2001, the Company established the Pearson Long Term Incentive Plan (the "LTIP" ). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders.  Since 2006, the annual LTIP awards have been based around three performance measures: relative total shareholder return, return on invested capital and earnings per share growth.
 
Restricted Share Awards Granted in 2008
 
Under the terms of the LTIP, three-quarters of any shares that vest are released to participants three years after an award is granted. The remaining quarter is released two years later, providing that the executive has retained the released shares and is still employed by the Company.
 
The following table sets out the number of shares released to directors on 4 March 2013 under the 2008 LTIP awards. The LTIP rules require that sufficient shares are sold to discharge the PAYE income tax liability on the shares released.  The shares set out in the third column below were sold on 4 March at an average price of 1171.6p per share, leaving the after-tax number of shares set out in the final column below.
 
 
Name of Director
Shares Released
Shares sold to discharge tax liabilities
Shares Retained
Will Ethridge
45,703
17,025
   28,678
Rona Fairhead
38,085
19,805
18,280
John Fallon
30,469
15,844
14,625
Robin Freestone
38,085
19,805
18,280
John Makinson
38,085
19,805
18,280
 
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
Will Ethridge
534,313
0.06536
Rona Fairhead
458,802
0.05612
John Fallon
233,171
0.02852
Robin Freestone
427,094
0.05225
John Makinson
528,493
0.06465
 
 

 

 
 
 
 
   


  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: 05 March 2013 
 
 
 
By: /s/ STEPHEN JONES

 
-----------------------
Stephen Jones
Deputy Secretary
 

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