Blueprint
 
 
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 2018
 
 
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
 
 
 
 
 
9 May 2018
Pearson plc - (the "Company")
 
Notification of Directors' Interests
 
Long-Term Incentive Plan
 
In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP"). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders. The LTIP was renewed and approved by shareholders in 2011.  The operation of the LTIP is governed by the remuneration policy approved by shareholders at the Annual General Meeting on 5 May 2017.
 
2018 Award
 
On 8 May 2018, the Company made a grant of performance-related restricted shares to executive directors under the LTIP. This represents the company's annual grant of long-term incentives to executive directors for 2018.
 
The awards will vest on 1 May 2021 subject to the following performance conditions:
 
a)   One-third of the award will be based on Pearson's earnings per share in 2020;
 
b)   One-third of the award will be based on Pearson's return on invested capital in 2020; and
 
c)   One-third of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE 100 Index over the three-year period 1 January 2018 to 31 December 2020
 
Details of the performance conditions can be found in the Directors' Remuneration Report contained in the Annual Report for the year ending 31 December 2017. Any shares which vest on 1 May 2021 will be subject to an additional two year holding period to 1 May 2023.
 
The awards were made on the following basis:
 
Name
 
Title
Restricted shares awarded
Share price on date of award
Face value on date of award
£
% of base salary at date of award
John Fallon
CEO
246,000
893.60p
£2,198,256
275%
Coram Williams
CFO
145,000
893.60p
£1,295,720
245%
 
The notification below is made in accordance with the requirements of the EU Market Abuse Regulation.
 
 
 
 
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
John Fallon
2
Reason for the notification
a)
Position/status
Chief executive
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
Award of performance-related restricted shares under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
n/a
246,000
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 246,000 shares
 
Aggregated price: n/a
e)
Date of the transaction
8 May 2018
f)
Place of the transaction
n/a
 
 
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
Coram Williams
2
Reason for the notification
a)
Position/status
Chief financial officer
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
Award of performance-related restricted shares under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
Volume(s)
n/a
145,000
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 145,000 shares
 
Aggregated price: n/a
e)
Date of the transaction
8 May 2018
f)
Place of the transaction
n/a
 
 
 
 
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: 09 May 2018
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary