PTC INC. — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-11-15

Reporting Person: Berutti William (EVP PTC Business Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock	M	15631	—	Acquired	22330	Direct
2011-11-15	Common Stock	F	4964	$21.27	Disposed	17366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-15	Restricted Stock Units	$	M	10683	Disposed		Common Stock (10683)	Direct
2011-11-15	Restricted Stock Units	$	M	2474	Disposed		Common Stock (2474)	Direct
2011-11-15	Restricted Stock Units	$	M	2474	Disposed		Common Stock (2474)	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 15,631 shares of the Reporting Person's restricted stock unit awards on November 15, 2011.

F3: Time-based restricted stock units that vested as to 10,684 RSUs on November 15, 2009 and 10,684 RSUs on November 15, 2010 and 10,683 RSUs on November 15, 2011.

F4: Time-based restricted stock units that vested as to 2,474 RSUs on November 15, 2011 and will vest as to 2,473 RSUs on November 15, 2012 and 2,473 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 2,474 RSUs on November 15, 2011 and will vest as to 2,473 RSUs on November 15, 2012 and 2,473 RSUs on November 15, 2013.

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