Report of Foreign Issuer (6-k)
05 April 2018 - 12:31PM
Edgar (US Regulatory)
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
April
2018
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
Management Incentive Plan
In
2017, the Company established the Pearson Management Incentive Plan
(the "MIP"
).
Its purpose is
to link senior management's short- and long-term reward with
Pearson's financial performance and its progress against key
strategic objectives. The MIP may settle awards with market
purchased shares, but not newly issued or treasury shares.
Executive Directors may not participate in the MIP.
On 3
April 2018, the Company made a grant of restricted shares to
members of the Pearson Executive under the MIP. The number of
shares granted is based on performance in the 2017 financial year
and the share price on 1 March 2018. The awards will vest on 31
March 2021. Two-thirds of these shares remain subject to the
Company meeting a minimum performance underpin based on Pearson's
earnings per share in 2020 and one-third of these shares are
subject to continued employment to the vesting date
only.
Long-Term Incentive Plan
In
addition, fulfilling a buyout promise made on hire to Jonathan
Chocqueel-Mangan, an award of shares has been made to him and will
vest as follows: one-half of these shares will vest in March 2019,
and one-half of these shares will vest in March 2020, subject to
continued employment only.
The following notifications, made in accordance with the
requirements of the EU Market Abuse Regulation, give further
detail.
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
|
Albert Hitchcock
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Technology and Operations Officer
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price:
N/A
|
104,610
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 104,610 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Tim Bozik
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President, Global Product
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price:
N/A
|
118,212
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 118,212 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Rod Bristow
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President, Core Markets
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
86,352
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 86,352 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Kevin Capitani
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President, North America
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
97,121
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 97,121 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
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 Growth Markets
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
109,958
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 109,958 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bob Whelan
|
2
|
Reason for the notification
|
a)
|
Position/status
|
President, Pearson Assessments
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
90,808
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 90,808 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Kate James
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Corporate Affairs and Global Marketing Officer
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
92,459
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 92,459 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Bjarne Tellmann
|
2
|
Reason for the notification
|
a)
|
Position/status
|
General Counsel and Chief Legal Officer
|
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 Management Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
84,204
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 84,204 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Jonathan Chocqueel-Mangan
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Strategy Officer
|
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
|
Award of restricted shares under the Long-Term Incentive
Plan
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
Purchase price: N/A
|
16,552
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: 16,552 shares
Aggregated price: N/A
|
e)
|
Date of the transaction
|
3 April 2018
|
f)
|
Place of the transaction
|
N/A
|
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 2018
|
|
|
By: /s/
NATALIE WHITE
|
|
|
|
------------------------------------
|
|
Natalie
White
|
|
Deputy
Company Secretary
|
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