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 March 2007
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
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
(1). Identity of the issuer or the underlying issuer of existing shares to which
voting rights are attached:
PEARSON PLC
2. Reason for the notification (please state Yes/No): ( )
An acquisition or disposal of voting rights: ( )
An acquisition or disposal of financial instruments which may result
in the acquisition of shares already issued to which voting rights are
attached: ( )
An event changing the breakdown of voting rights: ( )
Other (please specify) : REVISED DUE TO DTR RULES - SEE SECTION 13 ( X )
3. Full name of person(s) subject to the notification obligation:
FIDELITY INTERNATIONAL LIMITED (FIL)
4. Full name of shareholder(s) (if different from 3.):
SEE SCHEDULE BELOW
5. Date of the transaction and date on which the threshold is crossed or reached
if different):
REVISED DUE TO DTR RULES
6. Date on which issuer notified:
20 MARCH 2007
7. Threshold(s) that is/are crossed or reached:
N/A
8. Notified details:
A: Voting rights attached to shares
Class/type of shares Situation previous to
if possible using the the Triggering
ISIN CODE transaction
Number of shares Number of voting Rights
ISIN 22,144,586 22,144,586
GB0006776081
Resulting situation after the triggering transaction
Class/type of shares Number of shares Number of voting rights % of voting rights
if possible using
the ISIN CODE
Direct Direct Indirect Direct Indirect
22,144,586 2.75%
B: Financial Instruments
Resulting situation after the triggering transaction
Type of Expiration Date Exercise/Conversion Number of voting % of voting
financial Period/ Date rights that may be rights
instrument acquired if the
instrument is
exercised/
converted.
Total (A+B)
Number of voting rights % of voting rights
22,144,586 2.75%
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
SEE SCHEDULE BELOW
Proxy Voting:
10. Name of the proxy holder:
FIDELITY INTERNATIONAL LIMITED (FIL)
11. Number of voting rights proxy holder will cease to hold:
N/A
12. Date on which proxy holder will cease to hold voting rights:
N/A
13. Additional information:
AS DISCUSSED WITH THE FSA, PRIOR TO THE
IMPLEMENTATION OF THE EU TRANSPARENCY DIRECTIVE,
WE AGGREGATED THE INTERESTS IN SHARES OF FMR CORP
(FMR) AND FIDELITY INTERNATIONAL LIMITED (FIL)
TOGETHER FOR THE PURPOSES OF SHAREHOLDER REPORTING.
ACCORDING TO THE NEW DTR RULES WE ARE NOW
REPORTING THE INDIRECT HOLDINGS OF FMR AND FIL
SEPARATELY. A SEPARATE NOTIFICATION IS BEING
SUBMITTED FOR FMR CORP. PLEASE NOTE THESE
HOLDINGS ARE CORRECT AS OF CLOSE OF BUSINESS 16
MARCH 2007.
14. Contact name:
TERESA GARRY
15. Contact telephone number:
fil-regulatoryreporting@uk.fid-intl.com
ISSUER NAME: PEARSON PLC
CURRENT OWNERSHIP PERCENTAGE: 2.75%
TOTAL SHARES HELD: 22,144,586
ISSUED SHARE CAPITAL: 806.548,064
MANAGEMENT
SHARES HELD NOMINEE COMPANY
FIDELITY INTERNATIONAL LIMITED(FIL) IS THE PARENT 20,700 STATE STREET HONG KONG FIA(K)L
HOLDING COMPANY FOR VARIOUS DIRECT AND INDIRECT 100,600 STATE STR BK AND TR CO LNDN(S FPM
SUBSIDIARIES,INCLUDING FIDELITY FUND MANAGEMENT 35,300 STATE STR BK AND TR CO LNDN(S FIL
LIMITED(FFML),FIDELITY INVESTMENT SERVICES LTD 736,600 NORTHERN TRUST LONDON FPM
(FISL),FIDELITY GESTION(FIGEST), FIDELITY 129,600 NORTHERN TRUST LONDON FIL
INVESTMENTS ADVISORY(KOREA)LIMITED(FIAKL). 13,900 NORDDEUTSCHE LANDERSBANK FIL
FIDELITY INVESTMENT MANAGEMENT(HONG KONG) 548,700 MELLON BANK FPM
LIMITED(FIMHK),FIDELITY PENSION MANAGEMENT 212,900 JPMORGAN BOURNEMOUTH FIL
(FPM), FIDELITY INVESTMENTS JAPAN(FIJ)AND FIDELITY 887,700 JP MORGAN, BOURNEMOUTH FPM
INVESTMENTS INTERNATIONAL(FII),INVESTMENT MANAGERS 7,065,857 JP MORGAN, BOURNEMOUTH FISL
FOR VARIOUS NON-US INVESTMENT COMPANIES AND 1,457,488 JP MORGAN, BOURNEMOUTH FIL
INSTITUTIONAL CLIENTS 523,528 JP MORGAN, BOURNEMOUTH FII
9,200 DEXIA PRIVATBANK FPM
17,600 CHASE MANHTTN BK AG FRNKRT(S FPM
10,189,213 BROWN BROS HARRIMN LTD LUX FIL
195,700 BANK OF NEW YOK BRUSSELS FPM
Annex Notification Of Major Interests In Shares
A: Identity of the person or legal entity subject to the notification obligation
Full name (including legal form for legal entities):
Contact address (registered office for legal entities):
Phone number:
Other useful information (at least legal representative for legal persons):
B: Identity of the notifier, if applicable
Full name:
Contact address:
Phone number:
Other useful information (e.g. functional relationship with the person or legal
entity subject to the notification obligation):
C: Additional information :
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: 21 March 2007
By: /s/ STEPHEN JONES
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Stephen Jones
Deputy Secretary