Report of Foreign Issuer (6-k)
March 14 2016 - 8:47AM
Edgar (US Regulatory)
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 2016
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
NOTIFICATION OF MAJOR INTEREST IN SHARES
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1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached:
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Pearson plc
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2. Reason for the notification (please tick the appropriate box or boxes):
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An acquisition or disposal of voting rights
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X
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached.
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
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An event changing the breakdown of voting rights
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Other (please specify):
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3. Full name of person(s) subject to the
notification obligation:
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BlackRock, Inc.
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4. Full name of shareholder(s)
(if different from 3.):
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5. Date of the transaction and date on
which the threshold is crossed or
reached:
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10 March 2016
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6. Date on which issuer notified:
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11 March 2016
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7. Threshold(s) that is/are crossed or
reached:
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Voting rights attached to shares holding for BlackRock, Inc. has gone below 5%
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8. Notified details:
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A: Voting rights attached to shares
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Class/type of
shares
if possible using
the ISIN CODE
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Situation previous
to the triggering
transaction
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Resulting situation after the triggering transaction
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Number
of
Shares
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Number
of
Voting
Rights
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Number
of shares
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Number of voting
rights
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% of voting rights
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Direct
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Indirect
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Direct
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Indirect
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Ordinary shares
GB0006776081
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41,222,434
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41,222,434
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N/A
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N/A
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39,998,971
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N/A
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4.86%
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B: Qualifying Financial Instruments
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Expiration
date
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Exercise/
Conversion Period
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Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
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% of voting
rights
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Securities Lending
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4,234,559
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0.51%
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Exercise price
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Expiration date
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Exercise/
Conversion period
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Number of voting rights instrument refers to
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% of voting rights
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CFD
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677,789
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Nominal
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Delta
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0.08%
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0.08%
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Total (A+B+C)
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Number of voting rights
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Percentage of voting rights
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44,911,319
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5.46%
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9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
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See Annex
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Proxy Voting:
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10. Name of the proxy holder:
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N/A
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11. Number of voting rights proxy holder will cease
to hold:
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N/A
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12. Date on which proxy holder will cease to hold
voting rights:
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N/A
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13. Additional information:
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BlackRock Regulatory Threshold Reporting Team
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14. Contact name:
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Gareth Slade
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15. Contact telephone number:
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020 7743 3650
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Natalie Dale
Deputy Company Secretary
Pearson plc
14 March 2016
Annex
Name
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% of voting rights if it equals or is higher than the notifiable threshold
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% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable threshold
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BlackRock, Inc.
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Trident Merger, LLC
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BlackRock Investment Management, LLC
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock Holdco 4, LLC
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BlackRock Holdco 6, LLC
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BlackRock Delaware Holdings Inc.
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BlackRock Fund Advisors
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BlackRock Institutional Trust Company, National Association
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock (Singapore) Holdco Pte. Ltd.
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BlackRock Asia-Pac Holdco, LLC
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BlackRock HK Holdco Limited
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BlackRock Cayco Limited
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BlackRock Trident Holding Company Limited
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BlackRock Japan Holdings GK
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BlackRock Japan Co., Ltd.
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock Capital Holdings, Inc.
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BlackRock Advisors, LLC
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock Holdco 4, LLC
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BlackRock Holdco 6, LLC
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BlackRock Delaware Holdings Inc.
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BlackRock Fund Advisors
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Group Limited
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BlackRock Investment Management (UK) Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Group Limited
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BlackRock Advisors (UK) Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Group Limited
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BlackRock International Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Holdco 3, LLC
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BlackRock Canada Holdings LP
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BlackRock Canada Holdings ULC
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BlackRock Asset Management Canada Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Australia Holdco Pty. Ltd.
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BlackRock Investment Management (Australia) Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Group Limited
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BlackRock Investment Management (UK) Limited
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BlackRock Asset Management Deutschland AG
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock (Singapore) Holdco Pte. Ltd.
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BlackRock (Singapore) Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock (Singapore) Holdco Pte. Ltd.
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BlackRock Asia-Pac Holdco, LLC
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BlackRock HK Holdco Limited
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BlackRock Asset Management North Asia Limited
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BlackRock, Inc.
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BlackRock Holdco 2, Inc.
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BlackRock Financial Management, Inc.
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BlackRock International Holdings, Inc.
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BR Jersey International Holdings L.P.
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BlackRock Group Limited
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BlackRock (Netherlands) B.V.
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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: 14 MARCH 2016
By: /s/ STEPHEN JONES
-----------------------
Stephen Jones
Deputy Secretary
Pearson (NYSE:PSO)
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