PARSONS CORP — Director's Dealing 2019

May 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARSONS CORP (PSN)
CIK: 0000275880
Period of Report: 2019-05-09

Reporting Person: Ball George L. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Stock	P	25000	$29.399	Acquired	25000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58113	Indirect

Footnotes

F1: 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.

F2: 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.

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. 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.

F4: 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.