PTC INC. — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-02-17

Reporting Person: Shepherd Brian A (EVP Product Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-17	Common Stock	M	10000	$9.550	Acquired	29894	Direct
2010-02-17	Common Stock	S	10000	$17.4219	Disposed	19894	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-17	Employee Stock Option (right to buy)	$9.550	M	10000	Disposed	2013-09-16	Common Stock (10000)	Direct

Footnotes

F1: The option vested in installments of 10,000 each on September 16, 2004, 2005, 2006 and 2007.

F2: This amount represents the total number of derivative securities beneficially owned of the class shown.