SEC FORM 3

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^*

Smith Carey A.

(Last)

(First)

(Middle)

PARSONS CORPORATION

5875 TRINITY PARKWAY #300

(Street)

CENTREVILLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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)
Common Stock	623	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock	⁽²⁾	03/15/2022	Common Stock	5,556	$0.00	D
Phantom Stock	⁽³⁾	03/15/2022	Common Stock	8,333	$0.00	D
Phantom Stock	⁽⁴⁾	03/15/2021	Common Stock	4,089	$0.00	D
Phantom Stock	⁽⁵⁾	03/15/2021	Common Stock	4,089	$0.00	D
Phantom Stock	⁽⁶⁾	03/15/2021	Common Stock	32,753	$68	D
Phantom Stock	⁽⁷⁾	03/15/2020	Common Stock	4,421	$0.00	D
Phantom Stock	⁽⁸⁾	03/15/2020	Common Stock	4,421	$0.00	D
Phantom Stock	⁽⁹⁾	03/15/2020	Common Stock	33,708	$61	D
Phantom Stock	⁽¹⁰⁾	12/15/2020	Common Stock	18,333	$0.00	D
Excess Benefit Plan Account	⁽¹¹⁾	⁽¹¹⁾	Common Stock	⁽¹¹⁾	$0.00	D

Explanation of Responses:

1. Consists of shares of common stock beneficially owned by such person through Issuer's Employee Stock Ownership Plan ("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 do not reflect the stock dividend to be effected by Issuer in connection with the closing of its initial public offering.

2. Represents an award granted in 2019 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest in three equal installments on each of December 31, 2019, 2020 and 2021, subject to the Reporting Person's continued employment with Issuer on each such vesting date. The award will be paid in cash, although the Issuer may elect to pay the award in the form of shares of Issuer's common stock. If paid in cash, the value of the phantom stock will be determined based on the Issuer's share price at the time of payment.

3. Represents an award granted in 2019 under the Issuer's Long Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2021, subject to the Reporting Person's continued employment with Issuer on the payment date. The award will be paid in cash, although the Issuer may elect to pay the award in the form of shares of Issuer's common stock. If paid in cash, the value of the phantom stock will be determined based on the Issuer's share price at the time of payment.

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 Issuer's common stock. The award will vest on December 31, 2020, subject to the Reporting Person's continued employment with Issuer on such vesting date. 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.

5. Represents an award granted in 2018 under the Issuer's Long Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2020, subject to the Reporting Person's continued employment with Issuer on the payment date. 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.

6. 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 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 Issuer on such vesting date. 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.

7. Represents an award granted in 2017 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest on December 31, 2019, subject to the Reporting Person's continued employment with Issuer on such vesting date. 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.

8. Represents an award granted in 2017 under the Issuer's Long Term Growth Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest based on Issuer's performance during a three-year performance period ending December 31, 2019, subject to the Reporting Person's continued employment with Issuer on the payment date. 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.

9. Represents an award granted in 2017 under the Issuer's Shareholder Value Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock less the base price per unit of the award. The award will vest on December 31, 2019, subject to the Reporting Person's continued employment with Issuer on such vesting date. 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.

10. Represents an award granted in 2016 under the Issuer's Restricted Award Plan. Each share of phantom stock represents a right to receive the cash value of one share of Issuer's common stock. The award will vest in two installments, with 10,000 shares of phantom stock vesting on December 15, 2019, and 8,333 shares of phantom stock vesting on December 15, 2020, subject to the Reporting Person's continued employment with Issuer on each such vesting date. 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.

11. Represents Reporting Person's account under the Issuer's Executive Restoration Plan. Reporting Person's account is increased or decreased annually by the percentage change in the value of Issuer's common stock since the preceding annual valuation date. Reporting Person's account balance as of December 31, 2018, the most recent annual valuation date, was $37,114. The Reporting Person will vest in the excess benefit plan account in accordance with the same vesting schedule as the ESOP. The account is paid in cash in a lump sum upon the Reporting Person's termination of employment, or, if so elected by the Reporting Person, upon a change in control or substantial financial hardship.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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