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PTC INC. Director's Dealing 2011

Nov 17, 2011

30223_dirs_2011-11-17_5346044c-3399-4a23-94a3-c925b273a00c.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: Ranaldi Robert (EVP Worldwide Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-15 Common Stock M 31480 Acquired 36093 Direct
2011-11-15 Common Stock F 9999 $21.27 Disposed 26094 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-15 Restricted Stock Units $ M 4578 Disposed Common Stock (4578) Direct
2011-11-15 Restricted Stock Units $ M 7675 Disposed Common Stock (7675) Direct
2011-11-15 Restricted Stock Units $ M 2854 Disposed Common Stock (2854) Direct
2011-11-15 Restricted Stock Units $ M 2854 Disposed Common Stock (2854) Direct
2011-11-15 Restricted Stock Units $ M 3654 Disposed Common Stock (3654) Direct
2011-11-15 Restricted Stock Units $ M 3654 Disposed Common Stock (3654) Direct
2011-11-15 Restricted Stock Units $ M 6211 Disposed Common Stock (6211) 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 31,480 shares of the Reporting Person's restricted stock unit awards on November 15, 2011.

F3: Time-based restricted stock units that vested as to 4,579 RSUs on November 15, 2009 and 4,579 RSUs on November 15, 2010 and 4,578 RSUs on November 15, 2011.

F4: Time-based restricted stock units that vested as to 7,676 RSUs on November 15, 2010 and 7,675 RSUs on November 15, 2011 and will vest as to 7,675 RSUs on November 15, 2012.

F5: Time-based restricted stock units that vested as to 2,854 RSUs on November 15, 2011 and will vest as to 2,854 RSUs on November 15, 2012 and 2,853 RSUs on November 15, 2013.

F6: Time-based restricted stock units that vested as to 2,854 RSUs on November 15, 2011 and will vest as to 2,854 RSUs on November 15, 2012 and 2,853 RSUs on November 15, 2013.

F7: Time-based restricted stock units that vested as to 3,654 RSUs on November 15, 2011 and will vest as to 3,653 RSUs on November 15, 2012 and 3,653 RSUs on November 15, 2013.

F8: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 3,654 RSUs on November 15, 2011 and will vest as to 3,653 RSUs on November 15, 2012 and 3,653 RSUs on November 15, 2013.

F9: Time-based restricted stock units that vested as to 6,211 RSUs on November 15, 2011 and will vest as to 6,211 RSUs on November 15, 2012 and 6,210 RSUs on November 15, 2013.

F10: This amount represents the total number of derivative securities beneficially owned of the class shown.