PTC INC. — Director's Dealing 2010

Nov 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-10-29

Reporting Person: HARRISON C RICHARD (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-29	Common Stock	M	312046	$12.5750	Acquired	1297104	Direct
2010-10-29	Common Stock	S	312046	$21.4131	Disposed	985058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-29	Employee Stock Option (right to buy)	$12.5750	M	312046	Disposed	2011-09-20	Common Stock (312046)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.08 to $21.60. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Employee stock option granted September 20, 2001, exercisable as to 80,000 shares on September 20, 2002, 79,999 shares on September 20, 2003, 79,999 shares on September 20, 2004 and 80,000 shares on September 20,2005.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.