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: Shepherd Brian A (EVP Product Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Restricted Stock Units	$	A	18901	Acquired		Common Stock (18901)	Direct
2011-11-01	Restricted Stock Units	$	A	18901	Acquired		Common Stock (18901)	Direct
2011-11-01	Restricted Stock Units	$	A	18901	Acquired		Common Stock (18901)	Direct

Footnotes

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

F2: 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.

F3: 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.

F4: 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.

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