UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 December 2007
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
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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.
Restricted Share Awards Granted on 21 December 2004
The restricted share awards granted on 21 December 2004, to executive directors
and other members of the Pearson Management Committee, vested on 21 December
2007 subject to the company's performance on three measures. These measures were
Pearson's total shareholder return relative to the constituents of the FTSE
World Media Index over the period 2004 to 2007, earnings per share and sales
growth over the period 2003 to 2006, and return on invested capital in 2006.
Based on performance against these measures, 79.97% of the shares originally
awarded have vested.
In the case of earnings per share and sales growth and return on invested
capital, full details were set out in the report on directors' remuneration for
2006. In the case of relative total shareholder return, full details will be set
out in the report on directors' remuneration for 2007.
Three-quarters of the shares that have vested have been released on 21 December
2007. The remaining one-quarter will be released on 21 December 2009 subject to
participants not disposing of the three-quarters of their vested shares (other
than for the purpose of settling their individual tax liability).
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 21 December
2007 at a price of 711.25 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 Shares Released Shares Sold to discharge tax Shares
Director liabilities Retained
David Bell 99,005 40,592 58,413
Rona Fairhead 99,005 40,592 58,413
John Makinson 99,005 40,592 58,413
Marjorie
Scardino 249,595 102,334 147,261
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 172,896 0.02140
Rona Fairhead 121,556 0.01504
John Makinson 306,592 0.03794
Marjorie Scardino 400,071 0.04951
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: 21 December 2007
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary