PARSONS CORP — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARSONS CORP (PSN)
CIK: 0000275880
Period of Report: 2019-12-31

Reporting Person: Smith Carey A. (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	5556	$0.00	Acquired	5556	Direct
2019-12-31	Common Stock	M	114387	—	Acquired	119943	Direct
2019-12-31	Common Stock	D	114387	$37.73	Disposed	5556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Restricted Stock Unit	$	M	5556	Disposed	2022-03-15	Common Stock (5556)	Direct
2019-12-31	Phantom Stock	$	M	13263	Disposed	2020-03-15	Common Stock (13263)	Direct
2019-12-31	Phantom Stock	$	M	101124	Disposed	2020-03-15	Common Stock (101124)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1869	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: Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. Following the transaction reported herein, the remaining Restricted Stock Units subject to this award will vest in two equal annual installments on December 31, 2020 and December 31, 2021, subject to the Reporting Person's continued employment with Issuer on each such vesting date.

F3: This award vested in full on December 31, 2019 and will be paid in cash in the first quarter of 2020.