PTC INC. — Director's Dealing 2010

Nov 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-10-29

Reporting Person: DIBONA ANTHONY (EVP Global Maintenance Support)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-29	Common Stock	M	20000	$11.4750	Acquired	81991	Direct
2010-10-29	Common Stock	S	20000	$21.4399	Disposed	61991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-29	Employee Stock Option (right to buy)	$11.4750	M	20000	Disposed	2014-03-03	Common Stock (20000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.42 to $21.4814. 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.

F2: Employee stock option granted on March 3, 2004, exercisable as to 17,500 shares on each of March 3, 2005, 2006 and 2007, and 17,499 shares on March 3, 2008.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.