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Form 6-K PEARSON PLC For: Feb 28

February 28, 2022 2:10 PM EST

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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 2022
 
 
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")
Notification of Directors' Interests
 
 
The notification below sets out the number of shares released to Andy Bird, Chief Executive, on 25 February 2022 regarding the first tranche of the Co-investment Plan.  On his appointment as Chief Executive, Andy Bird was granted a one-off co-investment award subject to his own purchase of Pearson shares.  The award vests in three equal tranches at the end of 2021, 2022, and 2023 and is subject to performance underpins and continued employment at each vesting date.  
 
The performance underpins are linked to the Group's strategic progress and there being no significant ESG issues resulting in significant reputational damage. These underpins are intended to guard against payment for failure, ensuring the Remuneration Committee can reduce vesting if, in its opinion, the performance of the business or the individual does not support this.
 
The Committee was pleased with the performance delivered during 2021 and, in particular, the strong strategic progress that Pearson made. Therefore, the first tranche of the co-investment award vested in full. In addition to assessing the specific performance underpins, the Committee undertook a thorough and robust review process which considered a holistic view of the wider stakeholder experience, including the experience of shareholders, employees, customers, and suppliers during the year. Detailed disclosure of the Committee's considerations will be available in the 2021 annual report.
 
Shares vesting from this first tranche of the award remain subject to a holding period until 31 December 2023. The remaining two tranches of the co-investment award will vest following 31 December 2022 and 31 December 2023 respectively, subject to the relevant performance underpins and Andy Bird's continued employment at each vesting date. 
 
The shares are released in the form of ordinary shares on the London Stock Exchange and converted to American Depositary Receipts (ADRs) under the Company's sponsored ADR program on the New York Stock Exchange. This notification is made in accordance with the requirements of the UK Market Abuse Regulation.
 

 
1
 
Details of the person discharging managerial responsibilities/person closely associated
 
a)
 
Name
 
Andy Bird
 
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
American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
 
ISIN: US7050151056
 
b)
 
Nature of the transaction
 
Release of ordinary shares under the first tranche of the Company's Co-investment Plan, to be converted into ADRs, and sale of shares to cover tax liabilities arising from vesting share awards
 
c)
 
Price(s) and volume(s)
 
Release of ordinary shares following release of award
 
Sale of ordinary shares to cover tax liability
Conversion of residual ordinary shares to ADRs
Volume: 412,933 ordinary shares
 
Price: n/a
 
Volume: 205,349
 
Price: £6.52884
per share
 
Aggregated price: 
£1,340,690.77
 
Volume: 207,584
 
Price: n/a
 
d)
 
Aggregated information
 
- Aggregated volume
 
- Price
 
 
Aggregated volume: see 4 (c) above
 
Aggregated price: see 4 (c) above
e)
 
Date of the transaction
 
25 February 2022
 
f)
 
Place of the transaction
 
London Stock Exchange (XLON)
 
New York Stock Exchange (NYSE)
 
 
 
 
 
 
 
 
 
 
 
 
 
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: 28 February 2022
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary
 
 
 


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