PTC INC. — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-11-15

Reporting Person: GLIDDEN JEFFREY D (Chief Financial Officer, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock	M	26330	—	Acquired	26330	Direct
2011-11-15	Common Stock	F	8360	$21.27	Disposed	17970	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-15	Restricted Stock Units	$	M	13165	Disposed		Common Stock (13165)	Direct
2011-11-15	Restricted Stock Units	$	M	13165	Disposed		Common Stock (13165)	Direct

Footnotes

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

F2: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 26,330 shares of the Reporting Person's restricted stock unit awards on November 15, 2011.

F3: Time-based restricted stock units that vested as to 13,165 RSUs on November 15, 2011 and will vest as to 13,165 RSUs on November 15, 2012 and 13,164 RSUs on November 15, 2013.

F4: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 13,165 RSUs on November 15, 2011 and will vest as to 13,165 RSUs on November 15, 2012 and 13,164 RSUs on November 15, 2013.

F5: This amount represents the total number of derivative securities beneficially owned of the class shown.