PTC INC. — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-11-05

Reporting Person: COHEN BARRY F (EVP Strategy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-05	Restricted Stock Units	$	A	35680	Acquired		Common Stock (35680)	Direct
2012-11-05	Restricted Stock Units	$	A	53521	Acquired		Common Stock (53521)	Direct

Footnotes

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

F2: Performance-based restricted stock units that will be earned only to the extent the established performance criteria for each of the three performance periods are met. The restricted stock units earned will vest as to (i) up to one-third of the units awarded on the later of November 15, 2013 and the date the Compensation Committee determines the performance criteria have been achieved, (ii) up to a total of two-thirds of the units awarded on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria have been achieved, and (iii) up to all of the units awarded on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved.

F3: Time-based restricted stock units that vest in three substantially equal increments on each of November 15, 2013, November 15, 2014 and November 15, 2015.

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