PTC INC. — Director's Dealing 2011

Oct 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-09-30

Reporting Person: HARRISON C RICHARD (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-30	Common Stock	M	77160	—	Acquired	1138434	Direct
2011-09-30	Common Stock	F	25713	$15.38	Disposed	1112721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Restricted Stock Units	$	M	77160	Disposed		Common Stock (77160)	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 vested as to 77,160 units on September 30, 2011 and will vest as to 77,160 units on September 30, 2012.

F3: 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.

F4: This amount represents the total number of derivative securities beneficially owned of the class shown.