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PTC INC. Director's Dealing 2010

Nov 17, 2010

30223_dirs_2010-11-17_71cef0e5-54d7-43d2-8120-d4552d94f891.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-11-15

Reporting Person: MOSES CORNELIUS F III (Senior Finance Consultant)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-15 Common Stock M 78759 Acquired 214707 Direct
2010-11-15 Common Stock F 32884 $21.79 Disposed 181823 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-15 Restricted Stock Units $ M 38767 Disposed Common Stock (38767) Direct
2010-11-15 Restricted Stock Units $ M 19996 Disposed Common Stock (19996) Direct
2010-11-15 Restricted Stock Units $ M 19996 Disposed Common Stock (19996) 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 78,759 shares of the Reporting Person's restricted stock unit awards on November 15, 2010.

F3: Time-based restricted stock units that vested as to 38,767 RSUs on November 15, 2010.

F4: Time-based restricted stock units that vested as to 19,996 RSUs on November 15, 2010.

F5: Performance-based restricted stock units that vested as to 19,996 RSUs on November 15, 2010.

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