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 August, 2005 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 relates managerial responsibilities/ to a person connected with a director 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 or financial instruments relating in respect of a non-beneficial to shares interest HOLDING ORDINARY SHARES OF 25P EACH 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 EXERCISE OF SAYE OPTIONS 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) 2839 SHARES 0.00035% 11. Number of shares, debentures or 12. Percentage of issued class financial instruments relating to disposed (treasury shares of that shares disposed class should not be taken into account when calculating N/A percentage) N/A 13. Price per share or value of 14. Date and place of transaction transaction GBP6.867 (option price) 17 AUGUST 2005 AT LLOYDSTSB REGISTRARS 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) 184,077 0.0229% 17 AUGUST 2005 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 of 22. Total number of shares or grant) or indication that price is debentures over which options held to be fixed at the time of following notification exercise N/A N/A 23. Any additional information 24. Name of contact and telephone number for queries: ANDY WILKINSON, SHARE PLANS MANAGER, 020 7010 2252 N/A Name and signature of duly authorised officer of issuer responsible for making notification JENNIFER BURTON ASSISTANT COMPANY SECRETARY ___________________________________________________________ Date of notification ___17 AUGUST 2005________________________________________ 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: 17 August, 2005 By: /s/ STEPHEN JONES ----------------------- Stephen Jones Deputy Secretary