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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 2017
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")
Voting Rights and Capital
As at
close of business on 31 January 2017, the Company had 822,583,860
ordinary shares of 25p each admitted to trading. Each ordinary
share carries the right to one vote at general meetings. The
Company does not hold any shares in Treasury.
This
figure (822,583,860) may be used by shareholders as the denominator
for the calculations by which they will determine whether they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure and Transparency
Rules.
This
announcement is made in accordance with the FCA's Disclosure and
Transparency Rule 5.6.1.
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.
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PEARSON
plc
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Date: 01
February 2017
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By: /s/
NATALIE DALE
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Natalie
Dale
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Deputy
Company Secretary
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