PTC INC. — Director's Dealing 2011

Nov 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-11-02

Reporting Person: Ranaldi Robert (EVP Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-02	Common Stock	M	4000	$7.7250	Acquired	8613	Direct
2011-11-02	Common Stock	S	4000	$20.3408	Disposed	4613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-02	Employee Stock Option (right to buy)	$7.7250	M	4000	Disposed	2013-05-20	Common Stock (4000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $20.34 to $20.35. 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.

F2: Employee stock option granted 5/20/2003 and vested in four equal installments of 5,000 shares on each of May 20, 2004, 2005, 2006 and 2007.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.