PTC INC. — Director's Dealing 2010

Sep 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-09-20

Reporting Person: HARRISON C RICHARD (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-20	Common Stock	M	7954	$12.5750	Acquired	944282	Direct
2010-09-20	Common Stock	M	11764	$8.5000	Acquired	956046	Direct
2010-09-20	Common Stock	M	20100	$4.9750	Acquired	976146	Direct
2010-09-20	Common Stock	M	8714	$11.4750	Acquired	984860	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-20	Employee Stock Option (right to buy)	$12.5750	M	7954	Disposed	2011-09-20	Common Stock (7954)	Direct
2010-09-20	Employee Stock Option (right to buy)	$8.50	M	11764	Disposed	2012-05-30	Common Stock (11764)	Direct
2010-09-20	Employee Stock Option (right to buy)	$4.9750	M	20100	Disposed	2013-02-13	Common Stock (20100)	Direct
2010-09-20	Employee Stock Option (right to buy)	$11.4750	M	8714	Disposed	2014-03-03	Common Stock (8714)	Direct

Footnotes

F1: The option vested in four installments of 80,001 on September 20, 2002, 80,000 on September 20, 2003, 79,999 on September 20, 2004 and 80,000 on September 20, 2005.

F2: The option vested in four installments of 60,000 on May 30, 2003, 60,000 on May 30, 2004, 60,001 on May 30, 2005 and 59,998 on May 30, 2006.

F3: The option vested in four installments of 146,667 on February 13, 2004, 146,667 on February 13, 2005, 146,665 on February 13, 2006 and 79,999 on February 13, 2007.

F4: The option vested in three installments of 80,000 on each of March 3, 2005, 2006 and 2007, and one installment of 79,999 on May 3, 2008.

F5: This amount represents the total number of derivative securities beneficially owned of the class shown.