PTC INC. — Director's Dealing 2010

Oct 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-10-01

Reporting Person: HARRISON C RICHARD (Director, Executive Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-01	Restricted Stock Units	$	A	154320	Acquired		Common Stock (154320)	Direct

Footnotes

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

F2: Time-based restricted stock units that will vest as to 77,160 of such units on each of September 30, 2011 and September 30, 2012.