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: 2010-09-02

Reporting Person: CUNNINGHAM PAUL J (EVP Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-02	Common Stock	M	15000	$12.5750	Acquired	115740	Direct
2010-09-02	Common Stock	M	5000	$11.4750	Acquired	120740	Direct
2010-09-02	Common Stock	S	20000	$17.6535	Disposed	100740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-02	Employee Stock Option (right to buy)	$12.5750	M	15000	Disposed	2011-09-20	Common Stock (15000)	Direct
2010-09-02	Employee Stock Option (right to buy)	$11.4750	M	5000	Disposed	2014-03-03	Common Stock (5000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $17.61 to $17.72. 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 installments of 50,000 on September 20, 2002, 2003, 2004 and 2005.

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.