PTC INC. — Director's Dealing 2010

May 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-04-30

Reporting Person: CUNNINGHAM PAUL J (EVP Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	M	11379	$12.5750	Acquired	115741	Direct
2010-04-30	Common Stock	S	15001	$19.25	Disposed	100740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-30	Employee Stock Option (right to buy)	$12.5750	M	11379	Disposed	2011-09-20	Common Stock (11379)	Direct

Footnotes

F1: The option vested in installments of 50,000 shares on each of September 20, 2002, 2003, 2004 and 2005.

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