PTC INC. — Director's Dealing 2010

Nov 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Diouane Marc (EVP Global Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	M	30753	—	Acquired	30753	Direct
2010-11-15	Common Stock	F	4855	$21.79	Disposed	25898	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Units	$	M	4484	Disposed		Common Stock (4484)	Direct
2010-11-15	Restricted Stock Units	$	M	3857	Disposed		Common Stock (3857)	Direct
2010-11-15	Restricted Stock Units	$	M	11447	Disposed		Common Stock (11447)	Direct
2010-11-15	Restricted Stock Units	$	M	10965	Disposed		Common Stock (10965)	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 30,753 shares of the Reporting Person's restricted stock unit awards on November 15, 2010.

F3: Time-based restricted stock units that vested as to 8,972 RSUs on November 15, 2009 and 4,484 RSUs on November 15, 2010.

F4: Time-based restricted stock units that vested as to 3,858 RSUs on November 15, 2008, 3,857 RSUs on November 15, 2009 and 3,857 RSUs on November 15, 2010.

F5: Time-based restricted stock units that vested as to 11,447 RSUs on November 15, 2009, 11,447 RSUs on November 15, 2010 and will vest as to 11,446 RSUs on November 15, 2011.

F6: Time-based restricted stock units that vested as to 10,965 RSUs on November 15, 2010 and will vest as to 10,965 RSUs on November 15, 2011 and 10,964 RSUs on November 15, 2012.

F7: This amount represents the total number of derivative securities beneficially owned of the class shown.