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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_ad3d1e34-be65-4e70-857e-21e729c7e719.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: DIBONA ANTHONY (EVP Global Maintenance Support)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 74192 Acquired 122943 Direct
2012-11-15 Common Stock F 26532 $19.22 Disposed 96411 Direct
2012-11-16 Common Stock S 6195 $18.9911 Disposed 90216 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 11773 Disposed Common Stock (11773) Direct
2012-11-15 Restricted Stock Units $ M 8171 Disposed Common Stock (8171) Direct
2012-11-15 Restricted Stock Units $ M 9031 Disposed Common Stock (9031) Direct
2012-11-15 Restricted Stock Units $ M 11773 Disposed Common Stock (11773) Direct
2012-11-15 Restricted Stock Units $ M 16447 Disposed Common Stock (16447) Direct
2012-11-15 Restricted Stock Units $ M 8171 Disposed Common Stock (8171) Direct
2012-11-15 Restricted Stock Units $ M 8826 Disposed Common Stock (8826) 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 74,192 shares of the Reporting Person's restricted stock unit awards on November 15, 2012.

F3: This transaction was executed in multiple trades at prices ranging from $18.91 to $19.08. The price reported above reflects the weighted average purchase 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.

F4: Time-based restricted stock units that vested as to 11,774 RSUs on November 15, 2010 and 11,773 RSUs on November 15, 2011 and November 15, 2012.

F5: Time-based restricted stock units that vested as to 8,172 RSUs on November 15, 2011 and 8,171 RSUs on November 15, 2012 and will vest as to 8,171 RSUs on November 15, 2013.

F6: Time-based restricted stock units that vested as to 9,031 RSUs on November 15, 2012 and will vest as to 9,030 RSUs on November 15, 2013 and November 15, 2014.

F7: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 11,774 RSUs on November 15, 2010, 11,773 RSUs on November 15, 2011 and November 15, 2012.

F8: Performance-based restricted stock units that vested as to 16,477 RSUs on November 15, 2012.

F9: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 8,172 RSUs on November 15, 2011 and 8,171 RSUs on November 15, 2012 and will vest as to 8,171 RSUs on November 15, 2013.

F10: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 8,826 RSUs on November 15, 2012 and will vest as to 8,825 RSUs on November 15, 2013 and November 15, 2014.

F11: This amount represents the total number of derivative securities beneficially owned of the class shown.