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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1 , 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 20 - F ( Mark One ) REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 or ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from or to SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 1-16055 PEARSON PLC ( Exact name of Registrant as specified in its charter ) England and Wales ( Jurisdiction of incorporation or organization ) 80 Strand London , England WC2R ORL ( Address of principal executive offices ) Graeme Baldwin Telephone : +44 20 7010 2000 Fax : +44 20 7010 6060 80 Strand London , England WC2R ORL ( Name , Telephone , E - mail and / or Facsimile Number and Address of Company Contact Person ) Securities registered or to be registered pursuant to Section 12 ( b ) of the Act : Title of Class * Ordinary Shares , 25p par value American Depositary Shares , each Representing One Ordinary Share , 25p per Ordinary Share Trading Symbol PSO Name of Each Exchange on Which Registered New York Stock Exchange New York Stock Exchange * Not for trading , but only in connection with the registration of American Depositary Shares , pursuant to the requirements of the SEC . Securities registered or to be registered pursuant to Section 12 ( g ) of the Act : None Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock at the close of the period covered by the annual report : Ordinary Shares , 25p par value .. 753,257,638 Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☑ No ☐ If this report is an annual or transition report , indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934. Yes ☐ No ☑ Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 from their obligations under those Sections . Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer or an emerging growth company . See definition of " accelerated file " , " large accelerated filer ” and “ emerging growth company " , in Rule 12b - 2 of the Exchange Act . ☑ Large accelerated filer ☐ Accelerated filer ☐ Non - accelerated filer ☐ Emerging growth company If an emerging growth company that prepares its financial statements in accordance with US GAAP , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing ☐ US GAAP ☑ International financial Reporting Standards as Issued by the International Accounting Standards Board ☐ Other If " Other " has been checked in response to the previous question , indicate by check mark which financial statement item the Registrant has elected to follow : Item 17 ☐ Item 18 ☐ If this is an annual report , indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) : Yes ☐ No ☑