PTC INC. — Director's Dealing 2011

Sep 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2011-09-07

Reporting Person: GRIERSON DONALD K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-07	Common Stock	M	10000	$12.5750	Acquired	96923	Direct
2011-09-07	Common Stock	S	10000	$17.0682	Disposed	86923	Direct
2011-09-08	Common Stock	M	20000	$12.5750	Acquired	106923	Direct
2011-09-08	Common Stock	S	20000	$16.7280	Disposed	86923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-07	Stock Option (right to buy)	$12.5750	M	10000	Disposed	2011-09-20	Common Stock (10000)	Direct
2011-09-08	Stock Option (right to buy)	$12.5750	M	20000	Disposed	2011-09-20	Common Stock (20000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $17.06 to $17.10. 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: This transaction was executed in multiple trades at prices ranging from $16.70 to $16.765. 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.

F3: Stock option granted on September 20, 2001, exercisable as to 10,000 shares on each of September 20, 2002, 2003, 2004 and 2005.

F4: This amount represents the total number of derivative securities beneficially owned of the class shown.