0000899243-19-012499.txt : 20190507 0000899243-19-012499.hdr.sgml : 20190507 20190507173048 ACCESSION NUMBER: 0000899243-19-012499 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190507 FILED AS OF DATE: 20190507 DATE AS OF CHANGE: 20190507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Carey A. CENTRAL INDEX KEY: 0001707270 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07782 FILM NUMBER: 19804322 MAIL ADDRESS: STREET 1: 6210 ARDREY KELL ROAD CITY: CHARLOTTE STATE: NC ZIP: 28277 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PARSONS CORP CENTRAL INDEX KEY: 0000275880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953232481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: 5875 TRINITY PKWY #300 CITY: CENTREVILLE STATE: VA ZIP: 20120 BUSINESS PHONE: 703-988-8500 MAIL ADDRESS: STREET 1: 5875 TRINITY PKWY #300 CITY: CENTREVILLE STATE: VA ZIP: 20120 FORMER COMPANY: FORMER CONFORMED NAME: PARSON CORP DATE OF NAME CHANGE: 20000101 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-05-07 0 0000275880 PARSONS CORP PSN 0001707270 Smith Carey A. PARSONS CORPORATION 5875 TRINITY PARKWAY #300 CENTREVILLE VA 20120 0 1 0 0 Chief Operating Officer Common Stock 623 I See footnote Phantom Stock 0.00 2022-03-15 Common Stock 5556 D Phantom Stock 0.00 2022-03-15 Common Stock 8333 D Phantom Stock 0.00 2021-03-15 Common Stock 4089 D Phantom Stock 0.00 2021-03-15 Common Stock 4089 D Phantom Stock 68.00 2021-03-15 Common Stock 32753 D Phantom Stock 0.00 2020-03-15 Common Stock 4421 D Phantom Stock 0.00 2020-03-15 Common Stock 4421 D Phantom Stock 61.00 2020-03-15 Common Stock 33708 D Phantom Stock 0.00 2020-12-15 Common Stock 18333 D Excess Benefit Plan Account 0.00 Common Stock D 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Michael R. Kolloway, as attorney-in-fact 2019-05-07 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of (i) the Company's Chief Financial Officer of Parsons
Corporation, a Delaware corporation (the "Company"), who is currently George L.
Ball, and (ii) the Company's Chief Legal Officer and Secretary, who is currently
Michael R. Kolloway, and their respective successors, signing singly, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

      (1)    execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director of the Company, Forms 3, 4 and 5 (including
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform
Application for Access Codes to File on EDGAR;

      (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments
thereto) and application with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

      (3)    take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

      The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims,
damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

      This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in- fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of May, 2019.


                                         /s/ Carey A. Smith
                                        ----------------------------------------
                                        Carey A. Smith