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PTC INC. Director's Dealing 2011

May 3, 2011

30223_dirs_2011-05-03_9b1be7fe-537b-4672-bf1c-d2137c097eb5.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-04-28

Reporting Person: Ranaldi Robert (EVP Worldwide Sales)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4613 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Common Stock (4578) Direct
Restricted Stock Units $ Common Stock (15350) Direct
Restricted Stock Units $ Common Stock (17122) Direct
Employee Stock Options (right to buy) $7.7250 2013-05-20 Common Stock (5000) Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

F2: Time-based Restricted Stock Units that vested as to 4,579 RSUs on each of November 15, 2009 and November 15, 2010 and vest as to 4,578 RSUs on November 15, 2011.

F3: Time-based Restricted Stock Units that vested as to 7,676 RSUs on November 15, 2010 and vest as to 7,675 RSUs on each of November 15, 2011 and November 15, 2012.

F4: Time-based Restricted Stock Units that vest as to 5,708 RSUs on each of November 15, 2011 and November 15, 2012, and 5,706 RSUs on November 15, 2013.

F5: Employee Stock Options granted on May 20, 2003 that vested in four equal installments of 5,000 shares each on May 20, 2004, 2005, 2006 and 2007.

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