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PTC INC. Director's Dealing 2012

Feb 10, 2012

30223_dirs_2012-02-10_33f4f814-d630-4af9-a3a0-af9d51808533.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: 2012-02-08

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-08 Common Stock M 128235 $8.50 Acquired 1348613 Direct
2012-02-08 Common Stock S 128235 $26.5475 Disposed 1220378 Direct
2012-02-09 Common Stock M 100000 $4.9750 Acquired 1320378 Direct
2012-02-09 Common Stock S 100000 $26.5296 Disposed 1220378 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-08 Employee Stock Option (right to buy) $8.50 M 128235 Disposed 2012-05-30 Common Stock (128235) Direct
2012-02-09 Employee Stock Option (right to buy) $4.9750 M 100000 Disposed 2013-02-13 Common Stock (100000) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.27 to $26.845. 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: This transaction was executed in multiple trades at prices ranging from $26.50 to $27.01. 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.

F3: 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.

F4: The options became exercisable as to 146,667 shares on February 13, 2004, 146,667 shares on February 13, 2005, 146,665 shares on February 13, 2006 and 79,999 shares on February 13, 2007.

F5: This amount represents the total number of derivative securities beneficially owned of the class shown.