PTC INC. — Director's Dealing 2011

Jun 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-05-31

Reporting Person: Berutti William (EVP PTC Business Units)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-31	Restricted Stock Units	$	A	17174	Acquired		Common Stock (17174)	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 vest as to 5,725 RSUs on each of June 15, 2012 and June 15, 2013 and 5,724 RSUs on June 15, 2014.

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