PTC INC. — Director's Dealing 2011

Nov 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-11-01

Reporting Person: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	M	79999	$8.50	Acquired	308562	Direct
2011-11-01	Common Stock	S	89999	$20.0915	Disposed	218563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (right to buy)	$8.50	M	79999	Disposed	2012-05-30	Common Stock (79999)	Direct
2011-11-01	Restricted Stock Units	$	A	86945	Acquired		Common Stock (86945)	Direct
2011-11-01	Restricted Stock Units	$	A	86945	Acquired		Common Stock (86945)	Direct
2011-11-01	Restricted Stock Units	$	A	86945	Acquired		Common Stock (86945)	Direct

Footnotes

F1: Shares sold pursuant to a pre-established 10b5-1(c) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $19.75 to $20.55. The price reported above reflects the wieghted 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

F4: The option became exercisable as to 40,000 shares on each of May 30, 2003, May 30, 2004 and May 30, 2005 and as to an additional 39,999 shares on May 30, 2006.

F5: Performance-based restricted stock units subject to subsequent time-based restrictions. The restricted stock units will be earned only to the extent the established performance criteria are met. The restricted stock units finally earned will vest as to one-third of such units on each of (i) the latter of November 15, 2012 or the date the Compensation Committee determines the performance criteria have been achieved, (ii) November 15, 2013 and (iii) November 15, 2014.

F6: Performance-based restricted stock units that may be earned only to the extent the established performance criteria are met. Vesting of up to half of these restricted stock units will occur on the later of November 15, 2013 and the date the Compensation Committee determines the extent to which the performance criteria have been achieved, and vesting of up to the remaining half of these restricted stock units, plus any unearned in the first period, will occur on the later of November 15, 2014 and the date the Compensation Committee determines the extent to which the performance criteria have been achieved, in each case only if and to the extent the applicable performance criteria have been achieved.

F7: Time-based restricted stock units that vest in three substantially equal increments on each of November 15, 2012, November 15, 2013, and November 15, 2014.

F8: This amount represents the total number of derivative securities beneficially owned of the class shown.