SEC Info - Pearson plc - ‘3’ for 1/16/04 re: Marketwatch Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PEARSON PLC

(Last)

(First)

(Middle)

80 STRAND

LONDON

(Street)

WC2R 0RL

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
1/16/04

3. Issuer Name and Ticker or Trading Symbol
MARKETWATCH COM INC [ MKTW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share ⁽¹⁾	5,636,814	I	See footnote ⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1) In connection with the merger (the "Merger"), effective as of January 16, 2004, of MarketWatch Media, Inc. (f/k/a MarketWatch.com, Inc.) and Pinnacor Inc. through the formation of MarketWatch.com, Inc. (f/k/a NMP, Inc.) as a holding company, the 5,636,814 shares of Common Stock of MarketWatch Media, Inc. previously held by Pearson International Finance Ltd., a corporation organized under the laws of England and Wales ("PIFL") were exchanged for 5,636,814 shares of Common Stock of MarketWatch.com, Inc. PIFL is a wholly-owned direct subsidiary of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares of Common Stock except to the extent of its pecuniary interest derived through its ownership interest in PIFL. On the effective date of the Merger, the closing price of MarketWatch.com, Inc.'s Common Stock was $9.87 per share.

	/s/ Stephen Jones, Pearson plc	7/9/04
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Pearson plc – ‘3’ for 1/16/04 re: Marketwatch Inc.

On: Thursday, 7/8/04, at 5:55pm ET · For: 1/16/04 · As: 10% Owner · Accession #: 1209191-4-35325 · File #: 0-50562

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Pearson plc – ‘3’ for 1/16/04 re: Marketwatch Inc.

On: Thursday, 7/8/04, at 5:55pm ET · For: 1/16/04 · As: 10% Owner · Accession #: 1209191-4-35325 · File #: 0-50562

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents