Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
28 Februar 2022 - 8:11PM
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
February
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 Directors' Interests
The notification below sets out the number of shares released to
Andy Bird, Chief Executive, on 25 February 2022 regarding the first
tranche of the Co-investment Plan. On his appointment as
Chief Executive, Andy Bird was granted a one-off co-investment
award subject to his own purchase of Pearson shares. The
award vests in three equal tranches at the end of 2021, 2022, and
2023 and is subject to performance underpins and continued
employment at each vesting date.
The performance underpins are linked to the Group's strategic
progress and there being no significant ESG issues resulting in
significant reputational damage. These underpins are intended to
guard against payment for failure, ensuring the Remuneration
Committee can reduce vesting if, in its opinion, the performance of
the business or the individual does not support this.
The Committee was pleased with the performance delivered during
2021 and, in particular, the strong strategic progress that Pearson
made. Therefore, the first tranche of the co-investment award
vested in full. In addition to assessing the specific performance
underpins, the Committee undertook a thorough and robust review
process which considered a holistic view of the wider stakeholder
experience, including the experience of shareholders, employees,
customers, and suppliers during the year. Detailed disclosure of
the Committee's considerations will be available in the 2021 annual
report.
Shares vesting from this first tranche of the award remain subject
to a holding period until 31 December 2023. The remaining two
tranches of the co-investment award will vest following 31 December
2022 and 31 December 2023 respectively, subject to the relevant
performance underpins and Andy Bird's continued employment at each
vesting date.
The shares are released in the form of ordinary shares on the
London Stock Exchange and converted to American Depositary Receipts
(ADRs) under the Company's sponsored ADR program on the New York
Stock Exchange. This notification is made in accordance with the
requirements of the UK Market Abuse Regulation.
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1
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Details of the person discharging managerial
responsibilities/person closely associated
|
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a)
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Name
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Andy Bird
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2
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Reason for the notification
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a)
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Position/status
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Chief Executive
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b)
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Initial notification /Amendment
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Initial notification
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
|
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a)
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Name
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Pearson plc
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b)
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LEI
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2138004JBXWWJKIURC57
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4
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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)
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Description of the financial instrument, type of
instrument
Identification code
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Ordinary shares of 25 pence each in Pearson plc
ISIN: GB0006776081
|
American Depositary Receipts (ADRs), each representing one ordinary
share of 25 pence, in Pearson plc
ISIN: US7050151056
|
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b)
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Nature of the transaction
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Release of ordinary shares under the first tranche of the Company's
Co-investment Plan, to be converted into ADRs, and sale of
shares to cover tax liabilities arising from vesting share
awards
|
|
c)
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Price(s)
and volume(s)
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Release of ordinary shares following release of award
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Sale of ordinary shares to cover tax liability
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Conversion of residual ordinary shares to ADRs
|
|
Volume: 412,933 ordinary shares
Price: n/a
|
Volume: 205,349
Price: £6.52884
per share
Aggregated price:
£1,340,690.77
|
Volume: 207,584
Price: n/a
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Aggregated volume: see 4 (c) above
Aggregated price: see 4 (c) above
|
|
e)
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Date of
the transaction
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25
February 2022
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f)
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Place
of the transaction
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London
Stock Exchange (XLON)
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New York Stock Exchange (NYSE)
|
|
|
|
|
|
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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
|
|
|
|
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Date: 28
February 2022
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|
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By: /s/
NATALIE WHITE
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|
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|
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------------------------------------
|
|
|
Natalie
White
|
|
|
Deputy
Company Secretary
|
Pearson (NYSE:PSO)
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