PTC INC. — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-01-30

Reporting Person: GRIERSON DONALD K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-30	Common Stock	M	15000	$8.50	Acquired	101923	Direct
2012-01-30	Common Stock	S	15000	$25.1007	Disposed	86923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-30	Employee Stock Option (right to buy)	$8.5	M	15000	Disposed	2012-05-30	Common Stock (15000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.091 to $25.11. 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: The options became 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.