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PTC INC. Director's Dealing 2010

Nov 12, 2010

30223_dirs_2010-11-12_2ae86baa-bcd8-4425-ac38-9cbb4bf5e736.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: 2010-11-09

Reporting Person: CUNNINGHAM PAUL J (EVP Worldwide Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-09 Common Stock M 21000 $12.5750 Acquired 121740 Direct
2010-11-09 Common Stock M 24999 $11.4750 Acquired 146739 Direct
2010-11-09 Common Stock S 45999 $22.2766 Disposed 100740 Direct
2010-11-09 Common Stock F 11003 $22.200 Disposed 89737 Direct
2010-11-10 Common Stock S 25793 $22.3321 Disposed 63944 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-09 Employee Stock Option (right to buy) $12.5750 M 21000 Disposed 2011-09-20 Common Stock (21000) Direct
2010-11-09 Employee Stock Option (right to buy) $11.4750 M 24999 Disposed 2014-03-03 Common Stock (24999) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $22.25 to $22.3703. 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: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of shares of restricted stock held by the Reporting Person.

F3: This transaction was executed in multiple trades at prices ranging from $22.29 to $22.3910. 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.

F4: Employee stock option granted on September 20, 2001, exercisable as to 50,000 shares on each of November 20, 2002, 2003, 2004 and 2005.

F5: Employee stock option granted on March 3, 2004, exercisable as to 30,000 shares on each of March 3, 2005, 2006 and 2007, and 29,999 shares on March 3, 2008.