PTC INC. — Director's Dealing 2011

Nov 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-11-08

Reporting Person: Diouane Marc (EVP Global Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-08	Common Stock	M	4000	$20.7500	Acquired	4000	Direct
2011-11-08	Common Stock	S	4000	$21.9548	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-08	Employee Stock Option (right to buy)	$20.7500	M	4000	Disposed	2011-11-15	Common Stock (4000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.95 to $21.97. The price reported above reflects the weighted average purchase 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: Employee stock option granted on November 15, 2001 and vested in four equal annual installments of 1,000 shares on each of November 15, 2002, 2003, 2004 and 2005.

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