FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McMahan Barry L
  2. Issuer Name and Ticker or Trading Symbol
PARKER DRILLING CO /DE/ [PKD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
5 GREENWAY PLAZA, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2019
(Street)

HOUSTON, TX 77046
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/04/2019   A   7,953     (2)   (2) Common Stock 7,953.00 $ 0 7,953 D  
Phantom Stock Units (3) 11/04/2019   A   7,954     (2)   (2) Common Stock 7,954.00 $ 0 7,954 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McMahan Barry L
5 GREENWAY PLAZA, SUITE 100
HOUSTON, TX 77046
  X      

Signatures

 /s/ Barry L. McMahan   11/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of common stock of Parker Drilling Company (the "Issuer").
(2) Pursuant to the terms of an Incentive Award Agreement for Outside Directors ("Agreement") by and between the Issuer and Barry McMahan, effective November 4, 2019, Mr. McMahan was awarded 7,953 Restricted Stock Units and 7,954 Phantom Stock Units ("Awards") which will vest ratably on March 26 in the years 2020, 2021, and 2022, subject to the terms of the Agreement. The Awards will settle upon the earlier of (i) a Change in Control, (ii) the date of Mr. McMahan's termination of service as a member of the Board of Directors of the Issuer other than for cause, (iii) the date of Grantee's death, or (iv) the date that is the seventh anniversary of the Grant Date, provided that the Awards have not been earlier forfeited under the terms of the Agreement.
(3) Each phantom stock unit represents a contingent right to receive a cash amount equivalent to the fair market value of one share of the Issuer's common stock on the settlement date.

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