FORM 6-K
 

 

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

 

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 


For period ending May 2009
 

GlaxoSmithKline plc
(Name of registrant)
 
 

 

980 Great West Road, Brentford, Middlesex, TW8 9GS
(Address of principal executive offices)
 
 

Indicate by check mark whether the registrant files or
will file annual reports under cover 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 Transactions of Directors and
 Persons Discharging 
Managerial Responsibility
Awards 
made by 
GlaxoSmithKline

On 
28 May
 2009
 the Company granted 
share-based awards to Directors
 and
 Persons Discharging Managerial Responsibility
 
under the 
GlaxoSmithKline 
2009 
Performance Share Plan
 ("the 2009 Performance Share Plan")
. These awards 
are subject to performance conditions
.
 

The 
2009 
Performance Share Plan 
was
 approved by shareholders on 
20 May 2009
, and allows 
awards to be made to senior executives in the Group, including the Executive Directors.
 

The details of these awards are shown below.

2009 
Performance Share Plan 
Under the terms of the 
2009 Performance 
Share Plan, contingent awards 
are granted 
over a
 designated number of Ordinary shares
or American Depository Shares (ADSs), with the percentage of awards ultimately vesting depending on performance. 

There are two parts to the performance condition
:


The performance period for the part which is subject to Free Cash Flow and for 50%
 of the part which is subject to TSR is three years 
(
1 January 2009
 
to
 
31 December 2011
) and for the other 50% 
of the part subject to TSR 
is four years (
1 January 2009
 to 
31 December 2012
)
. 

The TSR Condition:-
The TSR
 condition compares the TSR 
of 
the Company's
 
shares with the TSR of the shares of 
12
 comparator companies over the 
performance
 periods
. No awards will vest if 
the Company
 
delivers returns which, when ranked against these companies, rank below the 
median
.
  
At median position, vesting is at 30%. 
Vesting increases on a sliding scale 
with 
100% of the award vesting where the Company is ranked 
in the upper quartile of
 the comparator group
.
 
 For these purposes, "Median" is calculated as the average TSR performance of the 6
th
 and 7
th
 placed companies in the comparator group (when excluding the Company). "Upper Quartile" is calculated as the average TSR performance of the 3
rd
 and 4
th
 placed companies in the comparator group (when excluding the Company).

Where 
the Company
's TSR performance falls between two comparator companies, vesting is calculated on a straight-line basis
. 
To the extent that each part of an award does not vest after the appropriate performance period, it 
will 
lapse.

The companies in the 
TSR 
comparator group are Abbott Laboratories, AstraZeneca, Bristol-Myers Squibb, Eli Lilly & Co, Johnson & Johnson, Merck, Novartis, Pfizer, Roche, Sanofi-Aventis, Schering-Plough, and Wyeth.
 It is currently anticipated that two of the companies in the TSR comparator group may be acquired during the performance period, in which case the comparator group will be reduced to 10 companies and the vesting schedule will be adjusted accordingly.

The Adjusted Free Cash Flow target:-

Adjusted 
Free Cash Flow represents the operating profit of the business 
adjusted for material factors
 which would typically include exchange rate movements and may include legal and major taxation settlements and special pension contributions. The impact of any acquisition or divestment will be quantified and adjusted for at the time of the event. The Free Cash Flow target for these awards is £13.5 billion, where vesting 
for this part of each award 
will be at 25%, with maximum vesting for 
this part 
of the award 
at 
£16 billion. Vesting between these levels will be on a straight-line 
basis.
 To the extent that 
this
 part of 
the
 award does not vest 
at the end of
 
the performance period, it 
will 
lapse.

The individuals in the tables below, who are all 
Executive Directors or 
persons dischar
ging managerial responsibility
 
(PDMRs)
, were each granted an award under the terms of the 
2009
 Performance Share 
Plan as set out. Awards are granted over either the Company's 25p Ordinary 
s
hares or over the Company's ADSs. One ADS equals two Ordinary 
s
hares.
 Dividends accrue on the shares during the vesting period and vest to the extent that 
awards 
vest
 
at the end of the relevant performance period 
(these are not included in the figures below)
.
 

 
 
Number of Ordinary s
hares potentially vesting
 in respect of the part of the award subject to the TSR condition
 
 
Less than median
Equal to median position
Upper quartile and above
Mr A P Witty*
0
84,745
282,485
Mr J S Heslop*
0
35,593
118,644
Mr J M Clarke
0
13,860
46,200
Mr S A Hussain
0
13,860
46,200
Mr E J Gray
0
9,000
30,000
Mr J Stephenne
0
9,000
30,000
Mr M Dunoyer
0
7,110
23,700
M
s
 C Thomas
0
7,110
23,700
Mr D Redfern
0
5,220
17,400
Mr S M Bicknell
0
3,825
12,750
Mr D Learmouth
0
3,825
12,750


* 
denotes an Executive Director

 
 
Number of ADSs
 potentially vesting
 in respect of the part of the award subject to the TSR condition
(N
.
B. One ADS represents two Ordinary 
s
hares)
 
 
Less than median
Equal to median position
Upper quartile and above
Dr M Slaoui*
0
12,420
41,400
Mr DJ Phelan
0
6,930
23,100
Mr D Pulman
0
6,930
23,100
Mr D Troy
0
10,395
34,650
Ms D Connelly
0
13,860
46,200
Mr W C Louv
0
4,500
15,000


* 
denotes an Executive Director



 
 
Number of Ordinary s
hares potentially vesting
 in respect of the part of the award subject to the Free Cash Flow target
 
 
Less than 
threshold
Threshold
Maximum
Mr A P Witty*
0
47,081
188,324
Mr J S Heslop*
0
19,774
79,096
Mr J M Clarke
0
7,700
30,800
Mr S A Hussain
0
7,700
30,800
Mr E J Gray
0
5,000
20,000
Mr J Stephenne
0
5,000
20,000
Mr M Dunoyer
0
3,950
15,800
M
s
 C Thomas
0
3,950
15,800
Mr D Redfern
0
2,900
11,600
Mr S M Bicknell
0
2,125
8,500
Mr D Learmouth
0
2,125
8,500


* 
denotes an Executive Director

 
 
Number of ADSs potentially vesting
 in respect of the part of the award subject to the Free Cash Flow target
(N
.
B. One ADS represents two Ordinary 
s
hares)
 
 
Less than 
threshold
Threshold
Maximum
Dr M Slaoui*
0
6,900
27,600
Mr DJ Phelan
0
3,850
15,400
Mr D Pulman
0
3,850
15,400
Mr D Troy
0
5,775
23,100
Ms D Connelly
0
7,700
30,800
Mr W C Louv
0
2,500
10,000


* 
denotes an Executive Director

The vesting dates 
for these awards 
will be the dates, following the end of the three and four year performance periods, on which 
the Remuneration Committee 
determines the extent to which
 the performance conditions have been satisfied or 
such other later dates as determined by the Remuneration Committee.

All of the above awards were made on 28 May 2009
. The price of an Ordinary share
on this date was £
10.51 
and 
the price of an ADS was $
33.50
.
 The awards made to Mr Witty and Mr Heslop were determined, in accordance with the 2009 Performance Share Plan rules, using an Ordinary share price of £10.62 which was the closing price on the day before the grant.

The Company, Directors and 
Persons Discharging Managerial Responsibility were advised of these transactions on 29 May 2009
.

This notification is made in accordance with 
Disclosure and Transparency Rule 3.1.4R(1)(a).

V Whyte
Deputy 
Company Secretary

29 May 2009



Enquiries:


UK Media enquiries:
Philip Thomson
(020) 8047 5502

David Outhwaite
(020) 8047 5502

Stephen Rea
(020) 8047 5502



US Media enquiries:
Nancy Pekarek
(
919
) 
483
 
2839

Mary Anne Rhyne
(919) 483 2839

Kevin Colgan
(919) 483 2839

Lisa Behrens
(919) 483 2839



European Analyst/Investor enquiries:
David Mawdsley
(020) 8047 5564

Sally Ferguson
(020) 8047 5543

Gary Davies
(020) 8047 5503



US Analyst/ Investor enquiries:
Tom Curry
(215) 751 5419

Jen Hill
(215) 751 7002



 

SIGNATURES


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 authorised.
 
 

GlaxoSmithKline plc
(Registrant)
 
 

Date: May 29, 2009

By: VICTORIA WHYTE

------------------

Victoria Whyte
Authorised Signatory for and on
behalf of GlaxoSmithKline plc