PTC INC. — Director's Dealing 2011

Sep 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-09-06

Reporting Person: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-06	Common Stock	M	80000	$8.50	Acquired	318563	Direct
2011-09-06	Common Stock	S	90000	$16.2791	Disposed	228563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-06	Employee Stock Option (right to buy)	$8.50	M	80000	Disposed	2012-05-30	Common Stock (80000)	Direct

Footnotes

F1: Shares sold pursuant to a pre-established 10b5-1(c ) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $16.06 to $16.53. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The option became exercisable as to 40,000 shares on each of May 30, 2003, May 30, 2004 and May 30, 2005 and as to an additional 39,999 shares on May 30, 2006.

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