SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Lundgren Tamara L. (Last) (First) (Middle) PARSONS CORPORATION 5875 TRINITY PARKWAY #300 (Street) CENTREVILLE VA 20120 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2019	3. Issuer Name and Ticker or Trading Symbol PARSONS CORP [ PSN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	(1)	Common Stock	13,777(2)	$0.00	D

Explanation of Responses:

1. Represents an award granted under the Issuer's Share Value Retirement Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The phantom stock becomes payable upon the Reporting Person's termination of service as a member of the board of directors in a lump sum or, at the election of the Reporting Person, in a number of monthly installments equal to the number of months for which the Reporting Person received awards of phantom stock under the plan. The phantom stock will be payable in a lump sum upon the death of the Reporting Person or a change in control of Issuer prior to the time all payments in respect of the phantom stock have been paid to the Reporting Person. The award will be paid in cash. The value of the phantom stock will be determined based on the Issuer's share price at the time of payment.

2. For the avoidance of doubt, the share number and price per share in this report do not reflect the stock dividend to be effected by Issuer in connection with the closing of the initial public offering

Remarks:

	/s/ Michael R. Kolloway, as attorney-in-fact	05/07/2019
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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