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  March 2010
 
 

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 
 
 

PEARSON PLC
(the
"Company"
)
 
 
Annual Bonus Share Matching Plan (the "Plan")
On 24 March 2010, participants became entitled to ordinary shares in the Company ("
Shares
") on maturity of their right to "matching shares" under the rules of the Plan (the
"
Rules
"). Under the Plan, participants who invest their after-tax bonus in shares become entitled, without payment, to "matching shares" on a one-for-one basis if a corporate performance target is met over a five year period. In relation to awards made on 15 April 2005, the five year performance target was met in 2010. Accordingly, under the Rules, participants are now entitled to matching shares on a one-for-one basis.
The Rules require that sufficient shares are sold to discharge the PAYE income tax liability on the shares released. In consequence, the shares set out in the second column below were sold on 24 March 2010 at a price of £10.05325 per share, leaving the after-tax number of shares set out in the final column below:-

Name of Director
 
Number of Shares Sold
Number of Shares Retained
Rona Fairhead
82
199


 
As a result, the executive director named below is interested in the following shares (excluding shares to which she may become entitled, subject to satisfaction of any relevant conditions, under the Company's employee share schemes):-
 

Name of Director
 
Number of Shares
% of Issued Share Capital
Rona Fairhead
377,779
0.04655%


 

    


 


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:   24 March, 2010


  
By:   /s/ STEPHEN JONES

-----------------------
Stephen Jones
Deputy Secretary