PTC INC. — Director's Dealing 2010

Nov 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-11-15

Reporting Person: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	M	129565	—	Acquired	312658	Direct
2010-11-15	Common Stock	F	54095	$21.79	Disposed	258563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Units	$	M	32895	Disposed		Common Stock (32895)	Direct
2010-11-15	Restricted Stock Units	$	M	32895	Disposed		Common Stock (32895)	Direct
2010-11-15	Restricted Stock Units	$	M	63775	Disposed		Common Stock (63775)	Direct

Footnotes

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

F2: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 129,565 shares of the Reporting Person's restricted stock unit awards on November 15, 2010.

F3: Time-based restricted stock units that vested as to 32,895 RSUs on November 15, 2010 and will vest as to 32,895 RSUs on November 15, 2011 and 32,894 RSUs on November 15, 2012.

F4: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 32,895 RSUs on November 15, 2010 and will vest as to 32,895 RSUs on November 15, 2011 and 32,894 RSUs on November 15, 2012.

F5: Time-based restricted stock units that vested as to 63,776 RSUs on November 15, 2009 and 63,775 RSUs on November 15, 2010 and will vest as to 63,775 RSUs on November 15, 2011.

F6: This amount represents the total number of derivative securities beneficially owned of the class shown.