Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
05 Mai 2022 - 6:52PM
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 May
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)
|
|
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
|
Pearson (NYSE:PSO)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Pearson (NYSE:PSO)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
