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 May/2003
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 Shareholding
20 May 2003
RNS
The London Stock Exchange
Old Broad Street
London EC2N 1HP
Dear Sirs
Pearson plc (the Company)
In 1999, the Company established the Pearson Reward Plan (the Plan) for the
purpose of providing a long term share incentive for executive directors and
senior executives of the Pearson group. The Plan provided for the grant of two
separate categories of award relating to ordinary shares in the Company (shares)
- Pearson Premium Option awards and Pearson Equity Incentive (PEI) awards.
The vesting level of PEI awards is dependent on the Company's performance over a
three year period, measured in terms of free cash flow per share. On 8 June
2002, the PEI awards granted in 1999 vested as to 97.2 per cent. of the shares
originally comprised in the award. These shares are normally subject to a
two-year retention period following vesting. Mourant & Co. Trustees Limited, as
trustee of the Pearson Employee Share Ownership Trust, (the Trust) holds
sufficient shares to satisfy these PEI awards.
As a result of shares under PEI awards which vested on 8 June 2002 being
released early to participants leaving the Pearson group, the number of shares
held by the Trust has reduced from 817,567 shares to 788,029 Shares.
No executive directors have called for shares under these PEI awards.
Each of the executive directors of the Company is, for Companies Act purposes,
regarded as interested in all the shares held by the Trust. Despite the
technical interest in all the shares each executive director will only be
entitled to receive from the Trust that number of shares to which he or she is
entitled under share plans operated by the Company in which he or she
participates.
Yours faithfully
Stephen Jones
Deputy Secretary
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: 20 May 2003
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary