PTC INC. — Director's Dealing 2011

Jul 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-07-15

Reporting Person: Berutti William (EVP PTC Business Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-15	Common Stock	M	9593	—	Acquired	9745	Direct
2011-07-15	Common Stock	F	3046	$22.36	Disposed	6699	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-15	Restricted Stock Units	$	M	9593	Disposed		Common Stock (9593)	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 9,593 shares of the Reporting Person's restricted stock unit award on July 15, 2011.

F3: Time-based restricted stock units that vested as to 9,593 RSUs on each of July 15, 2010 and July 15, 2011 and vest as to 9,593 RSUs on July 15, 2012.

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