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: HEPPELMANN JAMES E (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Common Stock	M	50000	$12.5750	Acquired	249598	Direct
2010-09-03	Common Stock	S	50000	$18.0410	Disposed	199598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Employee Stock Option (right to buy)	$12.5750	M	50000	Disposed	2011-09-20	Common Stock (50000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $18.00 to $18.10. 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: This amount represents the total number of derivative securities beneficially owned of the class shown.