FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 23, 2006 Commission File Number 001-14978 SMITH & NEPHEW plc (Registrant's name) 15 Adam Street London, England WC2N 6LA (Address of registrant's 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).] Yes No X --- --- [Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).] Yes No X --- --- [Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.] Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b) : 82- n/a. 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 authorized. Smith & Nephew plc (Registrant) Date: May 23, 2006 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes should in block capital letters. 1. Name of the issuer Smith & Nephew plc 2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) (i) a transaction notified in accordance with DR 3.1.4R(1)(a) 3. Name of person discharging managerial responsibilities/director Mark Augusti 4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person N/A...... .............................. 5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest Mark Augusti ........................... 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares American Depositary Receipts .................................... 7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them The Bank of New York.................................... 8 State the nature of the transaction Acquisition of ADRs under Dividend Re-investment Plan........................... 9. Number of shares, debentures or financial instruments relating to shares acquired 7 ADRs .................................... 10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) Less than 0.01% 11. Number of shares, debentures or financial instruments relating to shares disposed ..................................... 12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) ..................................... 13. Price per share or value of transaction US$42.08.................................... 14. Date and place of transaction 12 May 2006.................................... 15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 1,522 ADRs.................................... 16. Date issuer informed of transaction 23 May 2006.................................... If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes 17 Date of grant 18. Period during which or date on which it can be exercised 19. Total amount paid (if any) for grant of the option 20. Description of shares or debentures involved (class and number) 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise 22. Total number of shares or debentures over which options held following notification 23. Any additional information One ADR represents five ordinary shares of US 20 cents each. 24. Name of contact and telephone number for queries Phil Higgins -Assistant Company Secretary - 020 7960 2228 Name and signature of duly authorised officer of issuer responsible for making notification Phil Higgins - Assistant Company Secretary Date of notification 23 May 2006 END