Last checked at 9 May 2019 11:17
Pearson plc - (the "Company")
Notification of PDMR Interests
Long-Term Incentive Plan ("LTIP") - 2019 Vesting
On 3 May 2016, the Company made a grant of performance-related restricted shares to members of the Pearson Executive under the shareholder approved LTIP which vested on 3 May 2019. Under the terms of the LTIP, the shares released to participants on 3 May 2019 are based on Pearson's performance over the three-year period from 2016 to 2018 and the share price on 31 December 2018 and continued employment throughout the period to the vesting date. Further, the participants are required to retain the shares released (after any sales to discharge tax liabilities) for a two-year holding period following vesting.
The following table sets out the number of shares released to Persons Discharging Managerial Responsibility (PDMR) on 3 May 2019 and notified to the Company on 7 May 2019. The LTIP rules require that sufficient shares are sold to discharge the tax liability arising on the shares released. The shares set out in the fourth column below were sold on 3 May 2019 at the price shown in the fifth column below and with the number set out in the sixth column below being retained by the PDMR (either as ordinary shares or ADRs, as indicated in that column).
Name of Director / PDMR | Title | Shares Released | Shares sold to discharge tax liabilities | Sale price per share (£) | Shares / ADRs Retained |
Tim Bozik | President Global Product | 78,634 | 32,630 | £8.137 | 46,004 ADRs |
Rod Bristow | President UK & Core Markets | 78,634 | 37,088 | £8.137 | 41,546 shares |
John Fallon | Chief Executive Officer | 132,589 | 62,536 | £8.137 | 70,053 shares |
Giovanni Giovannelli | President Growth Markets | 78,634 | 38,777 | £8.137 | 39,857 shares |
Albert Hitchcock | Chief Technology & Operations Officer | 87,371 | 41,209 | £8.137 | 46,162 shares |
Bob Whelan | President Pearson Assessments | 78,634 | 37,365 | £8.137 | 41,269 ADRs |
Coram Williams | Chief Financial Officer | 76,854 | 22,367 | £8.137 | 54,487 shares |
The following notifications, made in accordance with the requirements of the EU Market Abuse Regulation, give further detail.
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 | Tim Bozik | ||
2 | Reason for the notification | |||
a) | Position/status | President Global Product | ||
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) in Pearson plc (each ADR represents one ordinary share of 25 pence in Pearson plc)
ISIN: US7050151056 | |
b) | Nature of the transaction | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities | Allotment of remaining shares to ADRs following release of Long-Term Incentive Plan award |
c) | Price(s) and volume(s) | Volume: 78,634 Price : n/a | Volume: 32,630 Price: £8.137 per share Aggregated price: £265,510.31 | Volume: 46,004 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 2019 | ||
f) | Place of the transaction | London Stock Exchange (XLON) | New York Stock Exchange (NYSE) | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Rod Bristow | |
2 | Reason for the notification | ||
a) | Position/status | President UK & Core Markets | |
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 | Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award | |
c) | Price(s) and volume(s) | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities |
Volume: 78,634 Price : n/a | Volume: 37,088 Price: £8.137 per share Aggregated price: £301,785.06 | ||
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 2019 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
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 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 | Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award | |
c) | Price(s) and volume(s) | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities |
Volume: 132,589 Price : n/a | Volume: 62,536 Price: £8.137 per share Aggregated price: £508,855.43 | ||
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 2019 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Giovanni Giovannelli | |
2 | Reason for the notification | ||
a) | Position/status | President Growth Markets | |
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 | Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award | |
c) | Price(s) and volume(s) | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities |
Volume: 78,634 Price : n/a | Volume: 38,777 Price: £8.137 per share Aggregated price: £315,528.45 | ||
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 2019 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Albert Hitchcock | |
2 | Reason for the notification | ||
a) | Position/status | Chief Technology & Operations 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 | Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award | |
c) | Price(s) and volume(s) | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities |
Volume: 87,371 Price : n/a | Volume: 41,209 Price: £8.137 per share Aggregated price: £335.317.63 | ||
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 2019 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
1 | Details of the person discharging managerial responsibilities/person closely associated | |||
a) | Name | Bob Whelan | ||
2 | Reason for the notification | |||
a) | Position/status | President Pearson Assessments | ||
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) in Pearson plc (each ADR represents one ordinary share of 25 pence in Pearson plc)
ISIN: US7050151056 | |
b) | Nature of the transaction | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities | Allotment of remaining shares to ADRs following release of Long-Term Incentive Plan award |
c) | Price(s) and volume(s) | Volume: 78,634 Price : n/a | Volume: 37,365 Price: £8.137 per share Aggregated price: £304,039.01 | Volume: 41,269 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 2019 | ||
f) | Place of the transaction | London Stock Exchange (XLON) | New York Stock Exchange (NYSE) | |
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 | Allotment of Ordinary shares following release of Long-Term Incentive Plan award and Sale of shares to cover tax liabilities arising from vesting of Long-Term Incentive Plan award | |
c) | Price(s) and volume(s) | Allotment of Ordinary Shares following release of Long-Term incentive Plan award | Sale of shares to cover tax liabilities |
Volume: 76,854 Price : n/a | Volume: 22,367 Price: £8.137 per share Aggregated price: £182,000.28 | ||
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 2019 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |