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: VON STAATS AARON C (CVP,General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	M	32254	—	Acquired	52842	Direct
2010-11-15	Common Stock	F	10758	$21.79	Disposed	42084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Units	$	M	8189	Disposed		Common Stock (8189)	Direct
2010-11-15	Restricted Stock Units	$	M	8189	Disposed		Common Stock (8189)	Direct
2010-11-15	Restricted Stock Units	$	M	15876	Disposed		Common Stock (15876)	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 32,254 shares of the Reporting Person's restricted stock unit awards on November 15, 2010.

F3: Time-based restricted stock units that vested as to 8,189 RSUs on November 15, 2010 and will vest as to 8,188 RSUs on November 15, 2011 and 8,188 RSUs on November 15, 2012.

F4: Performance-based restricted stock units subjecto to subsequent time-based restrictions that vested as to 8,189 RSUs on November 15, 2010 and will vest as to 8,188 RSUs on November 15, 2011 and 8,188 RSUs on November 15, 2012.

F5: Time-based restricted stock units that vested as to 15,876 RSUs on November 15, 2009 and 15,876 RSUs on November 15, 2010 and will vest as to 15,875 RSUs on November 15, 2011.

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