PTC INC. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-05-10

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-10	Common Stock	M	74871	$12.5750	Acquired	205530	Direct
2011-05-10	Common Stock	S	74871	$23.1145	Disposed	130659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	Employee Stock Option (right to buy)	$12.5750	M	74871	Disposed	2011-09-20	Common Stock (74871)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $23.10 to $23.16. 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 September 20, 2001 that vested in four equal installments of 50,000 shares on each of September 20, 2002, 2003, 2004 and 2005.

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