PTC INC. — Director's Dealing 2010

Nov 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-11-09

Reporting Person: VON STAATS AARON C (CVP,General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-09	Common Stock	M	4000	$20.75	Acquired	33772	Direct
2010-11-09	Common Stock	S	9000	$22.32	Disposed	24772	Direct
2010-11-09	Common Stock	F	4184	$22.20	Disposed	20588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-09	Employee Stock Option (right to buy)	$20.75	M	4000	Disposed	2011-11-15	Common Stock (4000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $22.30 to $22.3415. 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: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of shares of restricted stock held by the Reporting Person.

F3: Employee stock option granted on November 15, 2001, exercisable as to 1,000 shares on each of November 15, 2002, 2003, 2004 and 2005.