Blueprint
 
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 February 2017
 
 
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
 
 
 
 
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
 
 
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:
ii
Pearson PLC
2 Reason for the notification
(please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
 
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
 
An event changing the breakdown of voting rights
 
Other (please specify):
Type 1 disclosure as per the Transparency Directive II Regulation
X
3. Full name of person(s) subject to thenotification obligation:
iii
Schroders plc
4. Full name of shareholder(s)
 
 (if different from 3.):iv
Schroder Investment Management Limited
5. Date of the transaction and date onwhich the threshold is crossed orreached:
v
20.02.17
6. Date on which issuer notified:
21.02.17
7. Threshold(s) that is/are crossed orreached:
vi, vii
From 10%-11%
 
8. Notified details:
A: Voting rights attached to shares
viii, ix
Class/type ofshares
 
if possible usingthe ISIN CODE
Situation previousto the triggeringtransaction
Resulting situation after the triggering transaction
NumberofShares
NumberofVotingRights
Numberof shares
Number of votingrights
% of  voting rights x
Direct
Direct
xi
Indirect
xii
Direct
Indirect
GB0006776081
 84,457,434
84,525,261
91,637,701
  N/A
90,681,773
  N/A
  11.024%
 
 
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financialinstrument
Expirationdate
xiii
Exercise/Conversion Period
xiv
Number of votingrights that may beacquired if theinstrument isexercised/ converted.
% of votingrights
N/A
N/A
N/A
N/A
N/A
 
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
xv, xvi
Resulting situation after the triggering transaction
Type of financialinstrument
Exercise price
Expiration date
xvii
Exercise/Conversion period
xviii
Number of voting rights instrument refers to
 
% of voting rights
xix, xx
 
N/A
N/A
N/A
N/A
N/A
 
Nominal
Delta
N/A
N/A
 
Total (A+B+C)
Number of voting rights
Percentage of voting rights
90,681,773
11.024%
 
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:
xxi
 
Schroder Investment Management Limited              90,681,773                                          11.024%
 
Proxy Voting:
10. Name of the proxy holder:
 
11. Number of voting rights proxy holder will cease to hold:
 
12. Date on which proxy holder will cease to holdvoting rights:
 
 
13. Additional information:
This notification is being made based on the legal entity position crossing above 11%. Schroders Plc's position remains as per the previous disclosure dated 6th February 2017. The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment management agreements. This disclosure has been calculated based on issue share capital amount 822,583,860.
14. Contact name:
Shaheen Hussain
15. Contact telephone number:
+44 207 658 6000
 
 
 
 
Natalie Dale
Deputy Company Secretary
Pearson plc
 
22 February 2017
 
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: 22 February 2017
 
 
By: /s/ NATALIE DALE
 
 
 
------------------------------------
 
Natalie Dale
 
Deputy Company Secretary