Pearson(PSO) - 2022 Q4 - Annual Report

FORM 6-K Filing Information Report Identification This section identifies the document as a Form 6-K report filed by Pearson plc with the SEC, indicating it's a report of a foreign private issuer - The document is a Form 6-K, a report for foreign private issuers, filed by PEARSON plc[1] Issuer and Notifying Party Details Issuer Identification This section provides the identification details for Pearson plc, the issuer of the shares Pearson plc Issuer Details | Detail | Value | | :----- | :---- | | ISIN | GB0006776081 | | Name | PEARSON PLC | | Type | UK Issuer | Notifying Party Identification This section identifies BlackRock, Inc. as the entity subject to the notification obligation, along with its registered office - The person subject to the notification obligation is BlackRock, Inc., with its registered office in Wilmington, USA[3][4] Notification of Major Holdings (TR-1) Reason and Dates of Notification BlackRock, Inc. notified Pearson plc of a decrease in its holding due to a client instruction regarding voting rights, with the threshold crossed on March 30, 2023, and notification sent on March 31, 2023 - The notification was due to a decrease in holding following a client instruction to elect for decision-making on voting rights[3] Notification Dates | Event | Date | | :---- | :--- | | Threshold Crossed | 30-Mar-2023 | | Issuer Notified | 31-Mar-2023 | Total Positions of Notifying Party This section details BlackRock, Inc.'s total voting rights and financial instrument holdings in Pearson plc, showing a slight decrease from the previous notification Total Positions of BlackRock, Inc. in Pearson plc | Metric | Resulting Situation (% of voting rights) | Previous Notification (% of voting rights) | | :----- | :--------------------------------------- | :----------------------------------------- | | Attached to Shares (8.A) | 9.990000 | 10.010000 | | Through Financial Instruments (8.B 1 + 8.B 2) | 1.370000 | 1.360000 | | Total (8.A + 8.B) | 11.360000 | 11.370000 | | Total Number of Voting Rights Held | 81487516 | (Not provided for previous) | - BlackRock, Inc.'s total voting rights decreased from 11.37% to 11.36% compared to the previous notification[4] Detailed Breakdown of Holdings This section provides a granular breakdown of BlackRock, Inc.'s holdings, distinguishing between voting rights attached to shares and those held through various financial instruments Voting Rights Attached to Shares BlackRock, Inc. holds 9.99% of voting rights indirectly attached to Pearson plc shares (ISIN GB0006776081) Voting Rights Attached to Shares (8A) | Class/Type of shares ISIN code | Number of indirect voting rights (DTR5.2.1) | % of indirect voting rights (DTR5.2.1) | Sub Total 8.A | | :----------------------------- | :------------------------------------------ | :------------------------------------- | :------------ | | GB0006776081 | 71610016 | 9.990000 | 71610016 (9.990000%) | Financial Instruments (DTR5.3.1R.(1)(a)) BlackRock, Inc. holds 0.17% of voting rights through financial instruments like American Depository Receipts and Securities Lending, totaling 1,278,926 potential voting rights Financial Instruments (DTR5.3.1R.(1)(a)) | Type of financial instrument | Number of voting rights that may be acquired | % of voting rights | | :--------------------------- | :------------------------------------------- | :----------------- | | American Depository Receipt | 1278608 | 0.170000 | | Securities Lending | 318 | 0.000000 | | Sub Total 8.B1 | 1278926 | 0.170000% | Financial Instruments (DTR5.3.1R.(1)(b)) BlackRock, Inc. holds an additional 1.20% of voting rights through financial instruments with similar economic effect, specifically CFDs, representing 8,598,574 voting rights Financial Instruments (DTR5.3.1R.(1)(b)) | Type of financial instrument | Physical or cash settlement | Number of voting rights | % of voting rights | | :--------------------------- | :-------------------------- | :---------------------- | :----------------- | | CFD | Cash | 8598574 | 1.200000 | | Sub Total 8.B2 | | 8598574 | 1.200000% | Chain of Controlled Undertakings This extensive section lists the full chain of controlled undertakings through which BlackRock, Inc. effectively holds its voting rights and/or financial instruments in Pearson plc, detailing multiple chains of subsidiaries - BlackRock, Inc. holds its voting rights and financial instruments through numerous controlled undertakings, with one specific chain (Chain 3, BlackRock Investment Management (UK) Limited) showing a combined holding of 5.84% (5.01% voting rights + 0.83% financial instruments)[8][9] Additional Information and Signatures Contact and Completion Details This section provides contact information for BlackRock's regulatory reporting team and details the date and place of completion for the notification - The notification was completed on March 31, 2023, in London, U.K., with contact information provided for BlackRock Regulatory Threshold Reporting Team[14] Signatures The report is duly signed on behalf of Pearson plc by Natalie White, Deputy Company Secretary, confirming compliance with the Securities Exchange Act of 1934 - The report was signed by Natalie White, Deputy Company Secretary of Pearson plc, on March 31, 2023, in accordance with the Securities Exchange Act of 1934[15][16]