PTC INC. — Director's Dealing 2010

Feb 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-02-18

Reporting Person: CUNNINGHAM PAUL J (EVP Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-18	Common Stock	M	25000	$11.4750	Acquired	149362	Direct
2010-02-18	Common Stock	S	25000	$17.3340	Disposed	124362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-18	Employee Stock Option (right to buy)	$11.4750	M	25000	Disposed	2014-03-03	Common Stock (25000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $17.33 to $17.3503. 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: The option vested in installments of 30,000 each on March 3, 2005, 2006 and 2007 and one installment of 29,999 on March 3, 2008.

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