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: HEPPELMANN JAMES E (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	M	15000	$4.9750	Acquired	229598	Direct
2010-04-30	Common Stock	S	30000	$18.8530	Disposed	199598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-30	Employee Stock Option (right to buy)	$4.9750	M	15000	Disposed	2013-02-13	Common Stock (15000)	Direct

Footnotes

F1: Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $18.64 to $19.25. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The option vested in installments of 83,334 on February 13, 2004, 83,333 on February 13, 2005, 83,332 on February 13, 2006 and 29,999 on February 13, 2007.

F4: This amount represents the total niumber of derivative securities beneficially owned of the class shown.