PTC INC. — Director's Dealing 2010

Sep 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-09-03

Reporting Person: MOSES CORNELIUS F III (Chief Financial Officer, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Common Stock	M	280000	$8.3000	Acquired	448124	Direct
2010-09-03	Common Stock	M	13980	$11.4750	Acquired	462104	Direct
2010-09-03	Common Stock	S	293980	$18.0114	Disposed	168124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Employee Stock Option (right to buy)	$8.3000	M	280000	Disposed	2013-06-09	Common Stock (280000)	Direct
2010-09-03	Employee Stock Option (right to buy)	$11.4750	M	13980	Disposed	2014-03-03	Common Stock (13980)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $17.97 to $18.09. 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: The option vested in four equal instsallments of 70,000 on June 9, 2004, 2005, 2006 and 2007.

F3: The option vested in three installments of 30,000 on March 3, 2005, 2006 and 2007 and one installment of 29,999 on March 3, 2008.

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