PTC INC. — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-02-06

Reporting Person: HARRISON C RICHARD (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	M	33182	$8.50	Acquired	1253560	Direct
2012-02-06	Common Stock	S	33182	$26.00	Disposed	1220378	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Employee Stock Option (right to buy)	$8.50	M	33182	Disposed	2012-05-30	Common Stock (33182)	Direct

Footnotes

F1: The options became exercisable as to 60,000 shares on May 30, 2003, 60,000 shares on May 30, 2004, 60,001 shares on May 30, 2005 and 59,998 shares on May 30, 2006.

F2: This amount represents the total number of derivative securities beneficially owned of the class shown.