UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 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
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This Report includes the following documents:
1. A press release from Pearson plc announcing Holding(s) in Company
Letter to RNS
Letter dated 16 August 2006
Notification of Change in Interest in Shares
We write in accordance with rule 9.12, under the continuing obligations section
of the Listing Rules, to notify you that on 16 August 2006 we received
information that, pursuant to section 198 of the Companies Act 1985, the
shareholding of FMR Corp. and Fidelity International Ltd, which equals
40,387,491 shares, now represents 5.01% of the issued ordinary share capital of
Pearson plc.
The registered holders of the shares are listed on the schedule below.
Letter from Pearson Plc
Amendment 13
NOTIFICATIONS UNDER SECTIONS 198 TO 202 -- U.K. COMPANIES ACT
1. Company in which shares are held: Pearson Plc
2. Notifiable Interest: Ordinary Shares
(A) FMR Corp.
82 Devonshire Street
Boston, MA 02109
Parent holding company of Fidelity Management & Research Company
(FMRCO), investment manager for US mutual funds, and Fidelity
Management Trust Company (FMTC), a US state chartered bank which
acts as a trustee or investment manager of various pension and trust
accounts. (See Schedule A for listing of Registered Shareholders
and their holdings.)
(B) Fidelity International Limited (FIL)
P.O. Box HM 670
Hamilton HMCX, Bermuda
Parent holding company for various direct and indirect subsidiaries,
including Fidelity Investment Services Ltd. (FISL), Fidelity Gestion
(FIGEST), Fidelity Investments Advisory (Korea) Limited (FIA(K)L),
Fidelity Investments Management (Hong Kong) Limited (FIMHK), Fidelity
Pension Management (FPM), Fidelity Investments Japan (FIJ) and
Fidelity Investments International (FII), investment managers for
various non-US investment companies and institutional clients.
3. The notifiable interests also comprise the notifiable interest of:
Mr. Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
A principal shareholder of FMR Corp. and Fidelity International Limited.
4. The notifiable interests include interest held on behalf of authorized unit
trust schemes in the U.K., notwithstanding the exemption from reporting
pursuant to Section 209 (1)(h) of the Companies Act 1985.
5. These notifications of disclosable interests constitute separate
notifications of interest in the shares and are combined solely for the
purposes of clarity and efficiency. Nothing herein should be taken to
indicate that FMR Corp. and its direct and indirect subsidiaries, Fidelity
International Limited and its direct and indirect subsidiaries or Mr. Edward
C. Johnson 3d act as a group or in concert in respect of the disclosed
interests, or that they are required to submit these notifications on a
joint basis.
6. The disclosable interests arise under section 208(4)(b) of the Act, namely
where a person, not being the registered holder, is entitled to exercise a
right conferred by the holding of the shares or to control the exercise of
such rights, or under section 203 of the Act respectively.
Schedule A
Security: PEARSON PLC Amendment 13
Current ownership percentage: 5.01%
Total Shares Held: 40,387,491
Shares in issue: 805,515,328
Change in holdings since last filing: +7,071,284 ordinary shares
MANAGEMENT
SHARES HELD COMPANY NOMINEE/REGISTERED NAME
7,215,637 FPM JP MORGAN, BOURNEMOUTH
2,378,700 FPM JP MORGAN, BOURNEMOUTH
1,543,200 FPM NORTHERN TRUST LONDON
545,900 FPM MELLON BANK
477,200 FPM STATE STR BK AND TR CO LNDN (S
337,700 FPM BANK OF NEW YORK BRUSSELS
325,700 FPM BANKERS TRUST LONDON
135,600 FPM MIDLAND SECURITIES SERVICES
300 FMTC BROWN BROTHERS HARRIMAN AND CO
1,905,628 FMRCO JPMORGAN CHASE BANK
27,900 FMRCO STATE STREET BANK AND TR CO
3,520,487 FISL JP MORGAN, BOURNEMOUTH
20,505,451 FIL BROWN BROS HARRIMN LTD LUX
1,227,588 FIL JP MORGAN, BOURNEMOUTH
152,400 FIL BANK OF NEW YORK BRUSSELS
88,100 FIL NORTHERN TRUST LONDON
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: 16 August 2006
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary