PTC INC. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-05-10

Reporting Person: GRIERSON DONALD K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-10	Common Stock	M	10000	$12.5750	Acquired	96923	Direct
2011-05-10	Common Stock	S	10000	$23.12	Disposed	86923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	Employee Stock Option (right to buy)	$12.5750	M	10000	Disposed	2011-09-20	Common Stock (10000)	Direct

Footnotes

F1: Employee Stock Option granted on September 20, 2001 that vested in four equal installments of 10,000 shares on each of September 20, 2002, 2003, 2004 and 2005.

F2: This amount represents the total number of derivative securities beneficially owned of the class shown.