PTC INC. — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-05-01

Reporting Person: Shepherd Brian A (EVP, PLM & SCM Segments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	20000	$9.55	Acquired	60597	Direct
2012-05-01	Common Stock	S	31449	$21.6484	Disposed	29148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Employee Stock Option (right to buy)	$9.55	M	20000	Disposed	2013-09-16	Common Stock (20000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.50 to $21.72. 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 option became exercisable as to 10,000 shares on each of September 16, 2004, 2005, 2006 and 2007.

F3: This amount represents the total number of derivative securities beneficially owned of the class shown.