SEC Info - Smith Carey A. - ‘4’ for 12/31/19 re: Parsons Corp.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol
PARSONS CORP [ PSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/19

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/19		M		5,556	A	$0.00	5,556	D
Common Stock	12/31/19		M		114,387	A	⁽¹⁾	119,943	D
Common Stock	12/31/19		D		114,387	D	$37.73	5,556	D
Common Stock								1,869	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	12/31/19		M			5,556	⁽²⁾	3/15/22	Common Stock	5,556	$0.00	11,112	D
Phantom Stock	⁽¹⁾	12/31/19		M			13,263	⁽³⁾	3/15/20	Common Stock	13,263	$0.00	0	D
Phantom Stock	⁽¹⁾	12/31/19		M			101,124	⁽³⁾	3/15/20	Common Stock	101,124	$0.00	0	D

Explanation of Responses:

(1) 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.

(2) 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.

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

Remarks:

All share numbers reported in this Form 4 reflect a 3-for-1 stock dividend effected by the Issuer in connection with the closing of its initial public offering, which was exempt from reporting pursuant to Rule 16a-9.

	/s/ Michael R. Kolloway, as attorney-in-fact	1/3/20
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Smith Carey A. – ‘4’ for 12/31/19 re: Parsons Corp.

On: Friday, 1/3/20, at 8:49pm ET · For: 12/31/19 · Accession #: 899243-20-403 · File #: 1-07782

Previous ‘4’: ‘4’ on 12/16/19 for 12/15/19 · Next: ‘4’ on 1/23/20 for 1/21/20 · Latest: ‘4’ on 3/5/24 for 6/30/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Smith Carey A. – ‘4’ for 12/31/19 re: Parsons Corp.

On: Friday, 1/3/20, at 8:49pm ET · For: 12/31/19 · Accession #: 899243-20-403 · File #: 1-07782

Previous ‘4’: ‘4’ on 12/16/19 for 12/15/19 · Next: ‘4’ on 1/23/20 for 1/21/20 · Latest: ‘4’ on 3/5/24 for 6/30/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents