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PTC INC. Director's Dealing 2011

Nov 17, 2011

30223_dirs_2011-11-17_fbeeea4b-6c5a-438f-9da4-4852f6e89998.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Shepherd Brian A (EVP Product Development)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-15 Common Stock M 32306 Acquired 50856 Direct
2011-11-15 Common Stock F 10259 $21.27 Disposed 40597 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-15 Restricted Stock Units $ M 12210 Disposed Common Stock (12210) Direct
2011-11-15 Restricted Stock Units $ M 5482 Disposed Common Stock (5482) Direct
2011-11-15 Restricted Stock Units $ M 5482 Disposed Common Stock (5482) Direct
2011-11-15 Restricted Stock Units $ M 4566 Disposed Common Stock (4566) Direct
2011-11-15 Restricted Stock Units $ M 4566 Disposed Common Stock (4566) 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 32,306 shares of the Reporting Person's restricted stock unit awards on November 15, 2011.

F3: Time-based restricted stock units that vested as to 12,210 RSUs on November 15, 2009 and 12,210 RSUs on November 15, 2010 and 12,210 RSUs on November 15, 2011.

F4: Time-based restricted stock units that vested as to 5,483 RSUs on November 15, 2010 and 5,482 RSUs on November 15, 2011 and will vest as to 5,482 RSUs on November 15, 2012.

F5: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 5,483 RSUs on November 15, 2010 and 5,482 RSUs on November 15, 2011 and will vest as to 5,482 RSUs on November 15, 2012.

F6: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 4,566 RSUs on November 15, 2011 and will vest as to 4,566 RSUs on November 15, 2012 and 4,566 RSUs on November 15, 2013.

F7: Time-based restricted stock units that vested as to 4,566 RSUs on November 15, 2011 and will vest as to 4,566 RSUs on November 15, 2012 and 4,566 RSUs on November 15, 2013.

F8: This amount represents the total number of derivative securities beneficially owned of the class shown.