- Accession Number:
- Form Type:
- 13D Filing
- Publication Date:
- 2021-01-31 19:00:00
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
|Name||Sole Voting Power||Shared Voting Power||Sole Dispositive Power||Shared Dispositive Power||Aggregate Amount Owned Power||Percent of Class|
|Cevian Capital II GP Limited||51,531,006||0||51,531,006||0||51,531,006||6.84%|
|SECURITIES AND EXCHANGE COMMISSION|
|Washington, D.C. 20549|
|Under the Securities Exchange Act of 1934|
|(Amendment No. 3)*|
|(Name of Issuer)|
|(Title of Class of Securities)|
|(Name, Address and Telephone Number of Person|
|Authorized to Receive Notices and Communications)|
|(Date of Event Which Requires Filing of This Statement)|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** The Ordinary Shares have no CUSIP number. The ISIN number for the Ordinary Shares is GB0006776081. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
NAME OF REPORTING PERSON
Cevian Capital II GP Limited
|2||CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP|| |
|3||SEC USE ONLY|
SOURCE OF FUNDS
|5||CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)||¨|
CITIZENSHIP OR PLACE OF ORGANIZATION
|NUMBER OF |
SOLE VOTING POWER
51,531,006 Ordinary Shares
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
51,531,006 Ordinary Shares
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
51,531,006 Ordinary Shares
|12||CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES||¨|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2020 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the Ordinary Shares, par value GBP 0.25 (the "Ordinary Shares") of Pearson plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"). This Amendment No. 3 amends Items 3 and 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.
|Item 3.||SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION|
|As of the date hereof, the Reporting Person has purchased for the account of the Master Fund an aggregate of 51,531,006 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $373,590,769. The Master Fund funded these purchases out of its general working capital. The Ordinary Shares were purchased using British Pounds. For the purposes of this Schedule 13D, a conversion rate of USD 1.3720 for each GBP 1.00 was used.|
|Item 5.||INTEREST IN SECURITIES OF THE ISSUER|
|(a)||See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D are calculated based upon 753,688,419 Ordinary Shares reported to be outstanding as of January 31, 2021 in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission ("SEC") on February 1, 2021.|
|(b)||See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition.|
|(c)||The transactions in the Ordinary Shares by the Reporting Person for the benefit of the Master Fund in the past 60 days are set forth in Schedule C, and are incorporated herein by reference.|
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 1, 2021
|CEVIAN CAPITAL II GP LIMITED|
|By:||/s/ Denzil Boschat|
|Name: Denzil Boschat|
|Title: Authorized Signatory|
This Schedule sets forth information with respect to each purchase and sale of Ordinary Shares which were effectuated by the Reporting Person for the benefit of the Master Fund in the past 60 days. Unless otherwise noted, such transactions were effectuated in the open market through a broker.
|Trade Date||Ordinary Shares Purchased (Sold)||Price ($)*|
* Excluding commissions, SEC fees, etc. (rounded to nearest cent). The Ordinary Shares were purchased using British Pounds. For purposes of this Schedule 13D, a conversion rate of USD 1.3720 for each GBP 1.00 was used.