Sec Form 3 Filing - Ball George L. @ PARSONS CORP - 2019-05-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ball George L. 2. Issuer Name and Ticker or Trading Symbol PARSONS CORP [ PSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) PARSONS CORPORATION, 5875 TRINITY PARKWAY #300 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2019 (Street) CENTREVILLE, VA20120 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 19,371 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock $ 0 ( 2 ) 03/15/2022 Common Stock 5,000 D Phantom Stock $ 0 ( 3 ) 03/15/2022 Common Stock 7,500 D Phantom Stock $ 0 ( 4 ) 03/15/2021 Common Stock 4,264 D Phantom Stock $ 0 ( 5 ) 03/15/2021 Common Stock 4,264 D Phantom Stock $ 68 ( 6 ) 03/15/2021 Common Stock 34,154 D Phantom Stock $ 0 ( 7 ) 03/15/2020 Common Stock 4,616 D Phantom Stock $ 0 ( 8 ) 03/15/2020 Common Stock 4,616 D Phantom Stock $ 61 ( 9 ) 03/15/2020 Common Stock 35,200 D Phantom Stock $ 57 ( 10 ) ( 10 ) Common Stock 12,500 D Excess Benefit Plan Account $ 0 ( 11 ) ( 11 ) Common Stock ( 11 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ball George L. PARSONS CORPORATION 5875 TRINITY PARKWAY #300 CENTREVILLE, VA20120 Chief Financial Officer Signatures /s/ Michael R. Kolloway, as attorney-in-fact 05/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares of common stock beneficially owned by such person through Issuer's Employee Stock Ownership Plan ("ESOP"), rounded to the nearest whole share. Reporting Person shares voting and investment power with the ESOP with respect to such shares beneficially owned through the ESOP. For the avoidance of doubt, all of the share numbers and prices per share in this report do not reflect the stock dividend to be effected by Issuer in connection with the closing of its initial public offering. ( 2 )Represents an award granted in 2019 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest in three equal installments on each of December 31, 2019, 2020 and 2021, subject to the Reporting Person's continued employment with Issuer on each such vesting date. The award will be paid in cash, although the Issuer may elect to pay the award in the form of shares of Issuer's common stock. If paid in cash, the value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 3 )Represents an award granted in 2019 under the Issuer's Long Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2021, subject to the Reporting Person's continued employment with Issuer on the payment date. The award will be paid in cash, although the Issuer may elect to pay the award in the form of shares of Issuer's common stock. If paid in cash, the value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 4 )Represents an award granted in 2018 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest on December 31, 2020, subject to the Reporting Person's continued employment with Issuer on such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 5 )Represents an award granted in 2018 under the Issuer's Lon g Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2020, subject to the Reporting Person's continued employment with Issuer on the payment date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 6 )Represents an award granted in 2018 under the Issuer's Shareholder Value Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock less the base price per unit of the award. The award will vest on December 31, 2020, subject to the Reporting Person's continued employment with Issuer on such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 7 )Represents an award granted in 2017 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest on December 31, 2019, subject to the Reporting Person's continued employment with Issuer on each such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 8 )Represents an award granted in 2017 under the Issuer's Long Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2019, subject to the Reporting Person's continued employment with Issuer on the payment date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 9 )Represents an award granted in 2017 under the Issuer's Shareholder Value Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock less the base price per unit of the award. The award will vest on December 31, 2019, subject to the Reporting Person's continued employment with Issuer on such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 10 )Represents phantom stock deferred by the Reporting Person under the Shareholder Value Plan of the Issuer. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The phantom stock will be paid in cash upon the Reporting Person's termination of employment or at the date elected by the Reporting Person in a lump sum or, upon certain terminations and upon the Reporting Person's election, in five or ten substantially equal annual installments. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment. ( 11 )Represents Reporting Person's account under the Issuer's Executive Restoration Plan. Reporting Person's account is increased or decreased annually by the percentage change in the value of Issuer's common stock since the preceding annual valuation date. Reporting Person's account balance as of December 31, 2018, the most recent annual valuation date, was $429,270. The Reporting Person will vest in the excess benefit plan account in accordance with the same vesting schedule as the ESOP. The account is paid in cash in a lump sum upon the Reporting Person's termination of employment, or, if so elected by the Reporting Person, upon a change in control or substantial financial hardship.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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