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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PEARSON PLC 80 STRAND LONDON, X0 WC2R 0RL |
X | |||
Pearson Overseas Holdings Ltd. 80 STRAND LONDON, X0 WC2R 0RL |
X | |||
Pearson Netherlands BV CONCERTGEBOUWPLEIN 25 AMSTERDAM, P7 1071 LM |
X | |||
PEARSON INC 1330 AVENUE OF THE AMERICAS 7TH FLOOR NEW YORK, NY 10019 |
X | |||
Pearson Longman, Inc. C/O PEARSON INC 1330 AVENUE OF THE AMERICAS, 7TH FLOOR NEW YORK, NY 10019 |
X | |||
Pearson DBC Holdings Inc. C/O PEARSON INC 1330 AVENUE OF THE AMERICAS, 7TH FLOOR NEW YORK, NY 10019 |
X |
Pearson plc, Philip Hoffman, Secretary | 01/06/2006 | |
**Signature of Reporting Person | Date | |
Pearson Overseas Holdings Ltd, Stephen Jones, Secretary | 01/06/2006 | |
**Signature of Reporting Person | Date | |
Pearson Netherlands B.V., Jan Francis van der Drift, Director | 01/06/2006 | |
**Signature of Reporting Person | Date | |
Pearson Inc., Pearson Longman, Inc., Pearson DBC Holdings Inc., Thomas Wharton, Vice President | 01/06/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a private stock sale and purchase transaction whereby Pearson DBC Holdings Inc. ("DBC Holdings") purchased 1,130,739 shares of common stock ("Common Stock") of the Issuer. |
(2) | The Reporting Persons other than DBC Holdings may be deemed beneficial owners due their direct or indirect ownership of DBC Holdings. Such Reporting Persons disclaim beneficial ownership of these shares of Common Stock except to the extent of its pecuniary interest derived through its ownership interest in DBC Holdings. |