PTC INC. — Director's Dealing 2010

Oct 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2010-10-05

Reporting Person: Diouane Marc (EVP Global Services)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-05	Restricted Stock Units	$	A	25720	Acquired		Common Stock (25720)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

F2: Time-based restricted stock units that vest in three substantially equal installments on each of November 15, 2011, 2012 and 2013.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.