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 Identification code | Ordinary shares of 25 pence each in Pearson plc
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 - Price | Aggregated volume: 93,362 shares 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 | 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 | 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 Price: n/a | Volume: 4,483 Price: £7.8874 per share Aggregated price: £35,359 | Volume: 6,326 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 | 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 Identification code | American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc
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 - Price | Aggregated volume: 2,017 ADRs Aggregated price: $19,847 |
| 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 Identification code | Ordinary shares of 25 pence each in Pearson plc
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 - Price | Aggregated volume: 155,067 shares 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 | 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 | 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 Price: n/a | Volume: 8,064 Price: £7.8874 per share Aggregated price: £63,604 | Volume: 10,064 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 | 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 Identification code | American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc 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 - Price |
Aggregated volume: 11,000 ADRs 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 Identification code | American Depositary Receipts (ADRs), each representing one ordinary share of 25 pence, in Pearson plc 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 (ii) $10.015 per ADR (iii) $10.01 per ADR (iv) $10.03 per ADR (v) $10.02 per ADR (vi) $10.0303 per ADR | (i) 5,227 ADRs (ii) 100 ADRs (iii) 12,849 ADRs (iv) 8,892 ADRs (v) 6,985 ADRs (vi) 2,300 ADRs |
| d) | Aggregated information - Aggregated volume - Price |
Aggregated volume: 36,353 ADRs 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 Identification code | Ordinary shares of 25 pence each in Pearson plc
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 - Price |
Aggregated volume: 149,083 shares 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 /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 | 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 Price: n/a | Volume: 1,875 Price: £7.8874 per share Aggregated price: £14,789 | ||
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume:
- 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 Identification code | Ordinary shares of 25 pence each in Pearson plc
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 - Price |
Aggregated volume: 92,375 shares 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 /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 | 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 Price: n/a | Volume: 4,510 Price: £7.8874 per share Aggregated price: £35,572 | ||
| d) | Aggregated information - Aggregated volume - Price | Aggregated volume:
- 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 Identification code | Ordinary shares of 25 pence each in Pearson plc
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 - Price |
Aggregated volume: 85,456 shares 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 /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 | 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 Price: n/a | Volume: 672 Price: £7.8874 per share Aggregated price: £5,300 | Volume: 1,774 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 | 3 May 2022 | ||
| f) | Place of the transaction | London Stock Exchange (XLON) | New York Stock Exchange (NYSE) | |
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