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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_b46cdf78-e35c-4dd0-b861-6f02b812ae60.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-11-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 215079 Acquired 482587 Direct
2012-11-15 Common Stock F 89691 $19.22 Disposed 392896 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 32894 Disposed Common Stock (32894) Direct
2012-11-15 Restricted Stock Units $ M 26256 Disposed Common Stock (26256) Direct
2012-11-15 Restricted Stock Units $ M 28982 Disposed Common Stock (28982) Direct
2012-11-15 Restricted Stock Units $ M 32894 Disposed Common Stock (32894) Direct
2012-11-15 Restricted Stock Units $ M 39473 Disposed Common Stock (39473) Direct
2012-11-15 Restricted Stock Units $ M 26256 Disposed Common Stock (26256) Direct
2012-11-15 Restricted Stock Units $ M 28324 Disposed Common Stock (28324) Direct

Footnotes

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

F2: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 215,079 shares of the Reporting Person's restricted stock unit awards on November 15, 2012.

F3: Time-based restricted stock units that vested as to 32,895 RSUs on November 15, 2010 and November 15, 2011 and 32,894 RSUs on November 15, 2012.

F4: Time-based restricted stock units that vested as to 26,256 RSUs on November 15, 2011 and November 15, 2012 and vest as to 26,255 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 28,982 RSUs on November 15, 2012 and will vest as to 28,982 RSUs on November 15, 2013 and 28,981 RSUs on November 15, 2014.

F6: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 32,895 RSUs on November 15, 2010 and November 15, 2011 and 32,894 RSUs on November 15, 2012.

F7: Performance-based restricted stock units that vested as to 39,473 RSUs on November 15, 2012.

F8: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 26,256 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 26,255 RSUs on November 15, 2013.

F9: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 28,324 RSUs on November 15, 2012 and will vest as to 28,324 RSUs on November 15, 2013 and 28,323 RSUs on November 15, 2014.

F10: This amount represents the total number of derivative securities beneficially owned of the class shown.