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PTC INC. Director's Dealing 2010

Mar 31, 2010

30223_dirs_2010-03-31_b8ce4e01-57d2-441d-b94e-ac95f0b0966a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-03-15

Reporting Person: Shepherd Brian A (EVP Product Development)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-15 Common Stock M 2657 Acquired 22551 Direct
2010-03-15 Common Stock F 844 $17.91 Disposed 21707 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-15 Restricted Stock Units $0 M 2657 Disposed Common Stock (2657) Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

F2: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 2,657 shares of the Reporting Person's restricted stock unit awards.

F3: Time-based restricted stock units that vested as to 2,657 RSUs on each of March 15, 2008, March 15, 2009 and March 15, 2010.

F4: This amount represents the total number of derivative securities beneficially owned of the class shown.