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: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	M	64506	—	Acquired	156705	Direct
2010-11-15	Common Stock	F	26046	$21.79	Disposed	130659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Units	$	M	16377	Disposed		Common Stock (16377)	Direct
2010-11-15	Restricted Stock Units	$	M	16377	Disposed		Common Stock (16377)	Direct
2010-11-15	Restricted Stock Units	$	M	31752	Disposed		Common Stock (31752)	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 64,506 shares of the Reporting Person's restricted stock unit awards on November 15, 2010.

F3: Time-based restricted stock units that vested as to 16,377 RSUs on November 15, 2010, and vest as to 16,377 RSUs on November 15, 2011 and 16,377 RSUs on November 15, 2012.

F4: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 16,377 RSUs on November 15, 2010 and vest as to 16,377 RSUs on November 15, 2011 and 16,377 RSUs on November 15, 2012.

F5: Time-based restricted stock units that vested as to 31,752 RSUs on November 15, 2009 and 31,752 RSUs on November 15, 2010 and will vest as to 31,751 shares on November 15, 2011.

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