PTC INC. — Director's Dealing 2012

May 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-05-23

Reporting Person: PORTER MICHAEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common Stock	M	10000	$8.50	Acquired	220579	Direct
2012-05-23	Common Stock	S	10000	$19.9831	Disposed	210579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	Employee Stock Option (right to buy)	$8.50	M	10000	Disposed	2012-05-30	Common Stock (10000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.98 to $20.0011. 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: Employee stock option granted May 30, 2002, exercisable as to 5,000 shares on each of May 30, 2003, 2004, 2005 and 2006.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.