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 July, 2006
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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This Report includes the following documents:
1. A press release from Pearson plc announcing Director/PDMR Shareholding
Notification of Transactions of Directors, Persons
Discharging Managerial Responsibility or Connected Persons
This form is intended for use by an issuer to make a RIS notification required
by DR 3.14R(1).
(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/
person discharging managerial responsibilities should complete boxes 1 to 3 and
17 to 24.
(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should complete
boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
1. Name of the issuer 2. State whether the notification
relates to (i) a transaction
notified in accordance with
DR3.1.4R(1)(a)
PEARSON PLC
(ii) DR3.1.4(R)(1)(b) a
disclosure made in accordance
with section324 (as extended by
section328) of the Companies Act
1985; or
both (i) and (ii)
BOTH (i) AND (ii)
3. Name of person discharging 4. State whether notification
managerial responsibilities/ relates to a person connected
director with a person discharging
managerial responsibilities/
director named in 3and identify
the connected person
MARJORIE SCARDINO N/A
5. Indicate whether the notification 6 Description of shares (including
is in respect of a holding of the class), debentures or derivatives
person referred to in 3or 4above or financial instruments relating
or in respect of a non-beneficial to shares
interest
HOLDING AMERICAN DEPOSITORY RECEIPTS
(ADRs)
7. Name of registered shareholder(s) 8. State the nature of the
and, if more than one, the number transaction
of shares held by each of them
MARJORIE SCARDINO SIX-MONTHLY PURCHASE THROUGH U.S.
EMPLOYEE STOCK PURCHASE PLAN
9 Number of shares, debentures or 10. Percentage of issued class
financial instruments relating to acquired (treasury shares of that
shares acquired class should not be taken into
account when calculating
percentage)
596 0.00007%
11. Number of shares, debentures or 12. Percentage of issued class
financial instruments relating to disposed (treasury shares of that
shares disposed N/A class should not be taken into
account when calculating
percentage) N/A
13. Price per share or value of 14. Date and place of transaction
transaction
$10.064 6 JULY 2006 USA
15. Total holding following 16. Date issuer informed of
notification and total percentage transaction
holding following notification
(any treasury shares should not be
taken into account when
calculating percentage)
197,977 0.02461% 6 JULY 2006
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17. Date of grant 18. Period during which or date on
which it can be exercised
N/A N/A
19. Total amount paid (if any) for 20. Description of shares or
grant of the option debentures involved (class and
number)
N/A N/A
21. Exercise price (if fixed at time 22. Total number of shares or
of grant) or indication that debentures over which options held
price is to be fixed at the time following notification
of exercise
N/A N/A
23. Any additional information 24. Name of contact and telephone
number for queries: JENNIFER
BURTON, ASSISTANT COMPANY
SECRETARY, 020 7010 2256.
N/A
Name and signature of duly authorised officer of issuer responsible for making
notification
JENNIFER BURTON
ASSISTANT COMPANY SECRETARY
___________________________________________________________
Date of notification ___7 JULY 2006________________________
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: 7 July, 2006
By: /s/ STEPHEN JONES
-----------------------
Stephen Jones
Deputy Secretary