PARSONS CORP — Director's Dealing 2019

May 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARSONS CORP (PSN)
CIK: 0000275880
Period of Report: 2019-05-14

Reporting Person: Taylor Adam Worthington (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-14	Common Stock	M	8823	—	Acquired	8823	Direct
2019-05-14	Common Stock	D	8823	$30.35	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-14	Phantom Stock	$	M	8823	Disposed		Common Stock (8823)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	789	Indirect

Footnotes

F1: Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment.

F2: Represents the weighted average trading price of the Issuer's common stock for the period May 8, 2019 through May 14, 2019.

F3: 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. The share numbers in this Form 4 reflect the payment of this dividend.

F4: Consists of shares of common stock beneficially owned by the Reporting Person through Issuer's Employee Stock Ownership Plan, rounded to the nearest whole share.

F5: Following the transaction reported herein, this award will vest in two installments, with 6,177 shares of phantom stock vesting on May 14, 2020, and 6,399 shares of phantom stock vesting on May 14, 2021, subject to the Reporting Person's continued employment with Issuer on each such vesting date. The award will be paid in cash.