PTC INC. — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-05-01

Reporting Person: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	50000	$4.9750	Acquired	347508	Direct
2012-05-01	Common Stock	S	60000	$21.8649	Disposed	287508	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Employee Stock Option (right to buy)	$4.9750	M	50000	Disposed	2013-02-13	Common Stock (50000)	Direct

Footnotes

F1: Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $21.41 to $22.18. The price reported above reflects the weighted average sale price. The reporting perseon 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: The option became exercisable as to 83,334 shares on February 13, 2004, 83,333 shares on February 13, 2005, 83,332 shares on February 13, 2006 and 29,999 shares on February 13, 2007.

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