Sec Form 3 Filing - Fiori Debra @ PARSONS CORP - 2020-04-21

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 Fiori Debra 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 People Officer (Last) (First) (Middle) PARSONS CORPORATION, 5875 TRINITY PARKWAY #300 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2020 (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 1,460 D

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 Restricted Stock Units ( 2 ) ( 1 ) ( 1 ) Common Stock 5,027 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 4,466 D Phantom Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 5,904 D Phantom Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 47,298 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fiori Debra PARSONS CORPORATION 5875 TRINITY PARKWAY #300 CENTREVILLE, VA20120 Chief People Officer Signatures /s/ Michael R. Kolloway, as attorney-in-fact 04/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units will vest in three equal annual installments on March 4, 2021, March 4, 2022 and March 4, 2023, subject to the Reporting Person's continued employment with the Issuer on each such vesting date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 3 )The restricted stock units will vest in two equal annual installments on December 31, 2020 and December 31, 2021, subject to the Reporting Person's continued employment with the Issuer on each such vesting date. ( 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 the Issuer's common stock. The award will vest on December 31, 2020, subject to the Reporting Person's continued employment with the Issuer on such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the trailing 60 trading day weighted average stock price on the vesting date. ( 5 )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 the 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 the Issuer on such vesting date. The award will be paid in cash. The value of the phantom stock will be determined based on the trailing 60 trading day weighted average stock price on the vesting date.

Remarks: Exhibit 24 - Power of Attorney.

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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