Sec Form 4 Filing - Ball George L. @ PARSONS CORP - 2019-05-09

FORM 4 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, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2019 (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 05/09/2019 P 25,000 A $ 29.399 ( 1 ) 25,000 I By Family Trust ( 2 ) Common Stock 58,113 ( 3 ) I By ESOP ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ball George L. PARSONS CORPORATION 5875 TRINITY PARKWAY, SUITE 300 CENTREVILLE, VA20120 Chief Financial Officer Signatures /s/ Michael R. Kolloway 05/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was executed in multiple trades in prices ranging from $29.35 to $29.40, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected. ( 2 )These shares are held by George L. and Coleen M. Ball, Trustees of the George L. and Coleen M. Ball Family Trust UA 01-18-2005 (the "Trust"). Mr. Ball has shared voting, investment and dispositive power over the shares held by the Trust. ( 3 )On April 15, 2019, Issuer's board of directors declared a common stock dividend, payable to all holders of record of common stock on May 9, 2019, of two shares of common stock for every one share of common stock outstanding, conditioned upon the closing of Issuer's initial public offering. As a result, Reporting Person's account under the Parsons Corporation Employee Stock Ownership Plan (the "ESOP") was credited with an additional 38,742 shares of common stock on May 10, 2019, the date of the closing of Issuer's initial public offering. ( 4 )Consists of shares of common stock beneficially owned by such person through Issuer's 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 reflect the stock dividend effected by Issuer in connection with the closing of its initial public offering.

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).

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