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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_5c18ddc0-4e88-4f97-aefd-b580643fda65.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-11-15

Reporting Person: Diouane Marc (EVP Global Services & Partners)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 49086 Acquired 54036 Direct
2012-11-15 Common Stock F 8003 $19.22 Disposed 46033 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 10964 Disposed Common Stock (10964) Direct
2012-11-15 Restricted Stock Units $ M 8573 Disposed Common Stock (8573) Direct
2012-11-15 Restricted Stock Units $ M 6469 Disposed Common Stock (6469) Direct
2012-11-15 Restricted Stock Units $ M 7141 Disposed Common Stock (7141) Direct
2012-11-15 Restricted Stock Units $ M 1260 Disposed Common Stock (1260) Direct
2012-11-15 Restricted Stock Units $ M 6469 Disposed Common Stock (6469) Direct
2012-11-15 Restricted Stock Units $ M 6978 Disposed Common Stock (6978) Direct
2012-11-15 Restricted Stock Units $ M 1232 Disposed Common Stock (1232) Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to 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 49,086 shares of the Reporting Person's restricted stock unit awards on November 15, 2012.

F3: Time-based restricted stock units that vested as to 10,965 RSUs on November 15, 2010 and November 15, 2011 and 10,964 RSUs on November 15, 2012.

F4: Time-based restricted stock units that vested as to 8,574 RSUs on November 15, 2011 and 8,573 RSUs on November 15, 2012 and will vest as to 8,573 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 6,469 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 6,468 RSUs on November 15, 2013.

F6: Time-based restricted stock units that vested as to 7,141 RSUs on November 15, 2012 and will vest as to 7,140 RSUs on November 15, 2013 and November 15, 2014.

F7: Time-based restricted stock units that vested as to 1,260 RSUs on November 15, 2012 and will vest as to 1,260 RSUs on November 15, 2013 and November 15, 2014.

F8: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 6,469 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 6,468 RSUs on November 15, 2013.

F9: Performance-based restricted stock units subject to subsequent to time-based restrictions that vested as to 6,978 RSUs on November 15, 2012 and will vest as to 6,978 RSUs on November 15, 2013 and November 15, 2014.

F10: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 1,232 RSUs on November 15, 2012 and will vest as to 1,231 RSUs on November 15, 2013 and November 15, 2014.

F11: This amount represents the total number of derivative securities beneficially owned of the class shown.