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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_9a2889ed-aaba-4fd5-84d2-46c59561bf37.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: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 100140 Acquired 190945 Direct
2012-11-15 Common Stock F 41763 $19.22 Disposed 149182 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 16377 Disposed Common Stock (16377) Direct
2012-11-15 Restricted Stock Units $ M 11367 Disposed Common Stock (11367) Direct
2012-11-15 Restricted Stock Units $ M 12601 Disposed Common Stock (12601) Direct
2012-11-15 Restricted Stock Units $ M 16377 Disposed Common Stock (16377) Direct
2012-11-15 Restricted Stock Units $ M 19736 Disposed Common Stock (19736) Direct
2012-11-12 Restricted Stock Units $ M 11367 Disposed Common Stock (11367) Direct
2012-11-15 Restricted Stock Units $ M 12315 Disposed Common Stock (12315) Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to each of 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 100,140 shares of the Reporting Person's restricted stock unit awards on November 15, 2012.

F3: Time-based restricted stock units that vested as to 16,377 RSUs on November 15, 2010, November 15, 2011 and November 15, 2012.

F4: Time-based restricted stock units that vested as to 11,367 RSUs on November 15, 2011 and November 15, 2012 and vest as to 11,366 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 12,601 RSUs on November 15, 2012 and vest as to 12,601 RSUs on November 15, 2013 and 12,600 RSUs on November 15, 2014.

F6: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 16,377 RSUs on November 15, 2010,November 15, 2011 and November 15, 2012.

F7: Performance-based restricted stock units that vested as to 19,736 RSUs on November 15, 2012.

F8: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 11,367 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 11,366 RSUs on November 15, 2013.

F9: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 12,315 RSUs on November 15, 2012 and will vest as to 12,314 RSUs on November 15, 2013 and November 15, 2014.

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