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REG - Pearson PLC - Director/PDMR Shareholding

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RNS Number : 5160K  Pearson PLC  05 May 2022

Pearson plc - (the "Company")

 

Notification of PDMRs' Interests

 

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                                                         Thomas ap Simon
 2   Reason for the notification
 a)  Position/status                                              President - Virtual Learning
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Grant of restricted shares awarded under the Long-Term Incentive Plan
 c)  Price(s) and volume(s)                                       Price(s)                             Volume(s)
     N/A                                                                                               93,362
 d)  Aggregated information                                       Aggregated volume: 93,362 shares

     - Aggregated volume                                          Aggregated price: N/A

     - Price
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     N/A

 

 

 

 1       Details of the person discharging managerial responsibilities/person closely
         associated
 a)      Name                                                         Thomas ap Simon
 2       Reason for the notification
 a)      Position/status                                              President - Virtual Learning
 b)      Initial notification                                         Initial notification

         /Amendment
 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  Ordinary shares of 25 pence each in Pearson plc                                                             American Depositary Receipts (ADRs), each representing one ordinary share of

                                                                                                                                                                        25 pence, in Pearson plc

         Identification code                                          ISIN: GB0006776081                                                                                          ISIN: US7050151056
 b)      Nature of the transaction                                    Release of ordinary shares following release of share award under the
                                                                      Company's Long-Term Incentive Plan (LTIP) 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 LTIP award  Sale of ordinary shares to cover tax liability  Conversion of residual ordinary shares to ADRs
                                                                      Volume: 10,809                                              Volume: 4,483                                   Volume: 6,326

                                                                      Price: n/a                                                  Price: £7.8874 per share                        Price: n/a

                                                                                                                                  Aggregated price: £35,359
 d)      Aggregated information                                       Aggregated volume:

         - Aggregated volume

         - Price                                                      -    see 4 (c) above

                                                                      Aggregated price:

                                                                      -    see 4 (c) above
 e)      Date of the transaction                                      3 May 2022
 f)      Place of the transaction                                     London Stock Exchange (XLON)                                                                                New York Stock Exchange (NYSE)

 

Sale of shares to cover tax withholding obligations

 

Due to an administrative error, insufficient shares were sold to satisfy tax
following the vesting of Mr ap Simon's Management Incentive Plan (MIP) award/s
on 31 March 2022; therefore 2,017 additional shares were sold on 4 May 2022 to
fully settle his tax liability, pursuant to the MIP rules.  Mr ap Simon
retains all vested shares from this award not sold to settle tax obligations.

 

The following table sets out the number of shares that were sold on 4 May 2022
and notified to the Company the same day, at the price shown in the fourth
column below.

 

 Name of Director / PDMR  Title                         Shares sold to discharge tax liabilities  Sale price per share ($)
 Thomas ap Simon          President - Virtual Learning  2,017                                     $9.84

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Thomas ap Simon
 2   Reason for the notification
 a)  Position/status                                              President - Virtual Learning
 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  American Depositary Receipts (ADRs), each representing one ordinary share of

                                                            25 pence, in Pearson plc
     Identification code

                                                                  ISIN: US7050151056

 b)  Nature of the transaction                                    Sale of shares to cover tax liabilities arising from vesting of Management
                                                                  Incentive Plan award
 c)  Price(s) and volume(s)                                       Volume: 2,017 ADRs

                                                                  Price: $9.84 per ADR
 d)  Aggregated information                                       Aggregated volume: 2,017 ADRs

     - Aggregated volume                                          Aggregated price: $19,847

     - Price
 e)  Date of the transaction                                      4 May 2022
 f)  Place of the transaction                                     New York Stock Exchange (NYSE)

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Timothy Bozik
 2   Reason for the notification
 a)  Position/status                                              President - Higher Education
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Grant of restricted shares awarded under the Long-Term Incentive Plan
 c)  Price(s) and volume(s)                                       Price(s)                             Volume(s)
     N/A                                                                                               155,067
 d)  Aggregated information                                       Aggregated volume: 155,067 shares

     - Aggregated volume                                          Aggregated price: N/A

     - Price
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     N/A

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Timothy Bozik
 2   Reason for the notification
 a)  Position/status                                              President - Higher Education
 b)  Initial notification                                         Initial notification

     /Amendment
 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  Ordinary shares of 25 pence each in Pearson plc                                                             American Depositary Receipts (ADRs), each representing one ordinary share of

                                                                                                                                                                        25 pence, in Pearson plc

     Identification code                                          ISIN: GB0006776081                                                                                          ISIN: US7050151056
 b)  Nature of the transaction                                    Release of ordinary shares following release of share award under the
                                                                  Company's Long-Term Incentive Plan (LTIP) 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 LTIP award  Sale of ordinary shares to cover tax liability  Conversion of residual ordinary shares to ADRs
     Volume: 18,128                                                                                                           Volume: 8,064                                   Volume: 10,064

     Price: n/a                                                                                                               Price: £7.8874 per share                        Price: n/a

                                                                                                                              Aggregated price: £63,604
 d)  Aggregated information                                       Aggregated volume:

     - Aggregated volume

     - Price                                                      -    see 4 (c) above

                                                                  Aggregated price:

                                                                  -    see 4 (c) above
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     London Stock Exchange (XLON)                                                                                New York Stock Exchange (NYSE)

 

Sale of shares to cover tax withholding obligations

 

Due to an administrative error, insufficient shares were sold to satisfy tax
following the vesting of Mr Bozik's Management Incentive Plan (MIP) award/s on
31 March 2022; therefore 11,000 additional shares were sold on 4 May 2022 to
fully settle his tax liability, pursuant to the MIP rules.  Mr Bozik retains
all vested shares from this award not sold to settle tax obligations.

 

The following table sets out the number of shares that were sold on 4 May 2022
and notified to the Company the same day, at the price shown in the fourth
column below.

 

 Name of Director / PDMR  Title                         Shares sold to discharge tax liabilities  Sale price per share ($)
 Timothy Bozik            President - Higher Education  11,000                                    $9.8635

 

 

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                                                         Timothy Bozik
 2   Reason for the notification
 a)  Position/status                                              President - Higher Education
 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  American Depositary Receipts (ADRs), each representing one ordinary share of

                                                            25 pence, in Pearson plc
     Identification code

                                                                  ISIN: US7050151056
 b)  Nature of the transaction                                    Sale of shares to cover tax liabilities arising from vesting of Management
                                                                  Incentive Plan award
 c)  Price(s) and volume(s)                                       Volume: 11,000 ADRs

                                                                  Price: $9.8635 per ADR

 d)  Aggregated information

     - Aggregated volume                                          Aggregated volume: 11,000 ADRs

     - Price                                                      Aggregated price: $108,499
 e)  Date of the transaction                                      4 May 2022
 f)  Place of the transaction                                     New York Stock Exchange (NYSE)

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Timothy Bozik
 2   Reason for the notification
 a)  Position/status                                              President - Higher Education
 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  American Depositary Receipts (ADRs), each representing one ordinary share of

                                                            25 pence, in Pearson plc
     Identification code

                                                                  ISIN: US7050151056
 b)  Nature of the transaction                                    Sale of shares
 c)  Price(s) and volume(s)                                       Price(s)                                 Volume(s)
                                                                  (i)  $10.02 per ADR                      (i)  5,227 ADRs

                                                                  (ii) $10.015 per ADR                     (ii) 100 ADRs

                                                                  (iii) $10.01 per ADR                     (iii) 12,849 ADRs

                                                                  (iv)     $10.03 per ADR                  (iv)     8,892 ADRs

                                                                  (v) $10.02 per ADR                       (v) 6,985 ADRs

                                                                  (vi)     $10.0303 per ADR                (vi)     2,300 ADRs
 d)  Aggregated information

     - Aggregated volume                                          Aggregated volume: 36,353 ADRs

     - Price                                                      Aggregated price: $364,240.68
 e)  Date of the transaction                                      All transactions are as at 6 May 2022
 f)  Place of the transaction                                     New York Stock Exchange (NYSE)

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Giovanni Giovannelli
 2   Reason for the notification
 a)  Position/status                                              President - English Language Learning
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Grant of restricted shares awarded under the Long-Term Incentive Plan
 c)  Price(s) and volume(s)                                       Price(s)                             Volume(s)
     N/A                                                                                               149,083
 d)  Aggregated information

     - Aggregated volume                                          Aggregated volume: 149,083 shares

     - Price                                                      Aggregated price: N/A
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     N/A

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Giovanni Giovannelli
 2   Reason for the notification
 a)  Position/status                                              President - English Language Learning
 b)  Initial notification                                         Initial notification

     /Amendment
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code                                          ISIN: GB0006776081
 b)  Nature of the transaction                                    Release of ordinary shares following release of share award under the
                                                                  Company's Long-Term Incentive Plan (LTIP) 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 LTIP award  Sale of ordinary shares to cover tax liability
     Volume: 18,935                                                                                                           Volume: 1,875

     Price: n/a                                                                                                               Price: £7.8874 per share

                                                                                                                              Aggregated price: £14,789
 d)  Aggregated information                                       Aggregated volume:

     - Aggregated volume

     - Price                                                      -    see 4 (c) above

                                                                  Aggregated price:

                                                                  -    see 4 (c) above
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Michael Howells
 2   Reason for the notification
 a)  Position/status                                              President - Workforce Skills
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Grant of restricted shares awarded under the Long-Term Incentive Plan
 c)  Price(s) and volume(s)                                       Price(s)                             Volume(s)
     N/A                                                                                               92,375
 d)  Aggregated information

     - Aggregated volume                                          Aggregated volume: 92,375 shares

     - Price                                                      Aggregated price: N/A
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     N/A

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Michael Howells
 2   Reason for the notification
 a)  Position/status                                              President - Workforce Skills
 b)  Initial notification                                         Initial notification

     /Amendment
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code                                          ISIN: GB0006776081
 b)  Nature of the transaction                                    Release of ordinary shares following release of share award under the
                                                                  Company's Long-Term Incentive Plan (LTIP) 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 LTIP award  Sale of ordinary shares to cover tax liability
     Volume: 9,318                                                                                                            Volume: 4,510

     Price: n/a                                                                                                               Price: £7.8874 per share

                                                                                                                              Aggregated price: £35,572
 d)  Aggregated information                                       Aggregated volume:

     - Aggregated volume

     - Price                                                      -    see 4 (c) above

                                                                  Aggregated price:

                                                                  -    see 4 (c) above
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Arthur Valentine
 2   Reason for the notification
 a)  Position/status                                              President - Assessment & Qualifications
 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  Ordinary shares of 25 pence each in Pearson plc

     Identification code

                                                                  ISIN: GB0006776081
 b)  Nature of the transaction                                    Grant of restricted shares awarded under the Long-Term Incentive Plan
 c)  Price(s) and volume(s)                                       Price(s)                             Volume(s)
     N/A                                                                                               85,456
 d)  Aggregated information

     - Aggregated volume                                          Aggregated volume: 85,456 shares

     - Price                                                      Aggregated price: N/A
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     N/A

 

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Arthur Valentine
 2   Reason for the notification
 a)  Position/status                                              President - Assessment & Qualifications
 b)  Initial notification                                         Initial notification

     /Amendment
 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  Ordinary shares of 25 pence each in Pearson plc                                                             American Depositary Receipts (ADRs), each representing one ordinary share of

                                                                                                                                                                        25 pence, in Pearson plc

     Identification code                                          ISIN: GB0006776081                                                                                          ISIN: US7050151056
 b)  Nature of the transaction                                    Release of ordinary shares following release of share award under the
                                                                  Company's Long-Term Incentive Plan (LTIP) 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 LTIP award  Sale of ordinary shares to cover tax liability  Conversion of residual ordinary shares to ADRs
     Volume: 2,446                                                                                                            Volume: 672                                     Volume: 1,774

     Price: n/a                                                                                                               Price: £7.8874 per share                        Price: n/a

                                                                                                                              Aggregated price: £5,300
 d)  Aggregated information                                       Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above

     - Aggregated volume

     - Price
 e)  Date of the transaction                                      3 May 2022
 f)  Place of the transaction                                     London Stock Exchange (XLON)                                                                                New York Stock Exchange (NYSE)

 

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