PTC INC. — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-11-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock	M	30000	$11.4750	Acquired	307508	Direct
2012-11-05	Common Stock	S	40000	$20.9676	Disposed	267508	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-05	Employee Stock Option	$11.4750	M	30000	Disposed	2014-03-03	Common Stock (30000)	Direct
2012-11-05	Restricted Stock Units	$	A	90391	Acquired		Common Stock (90391)	Direct
2012-11-05	Restricted Stock Units	$	A	135587	Acquired		Common Stock (135587)	Direct

Footnotes

F1: Options exercised and shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $20.765 to $21.19. 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.

F3: The options became exercisable as to 30,000 shares on each of March 3, 2005, 2006, 2007 and 29,999 shares on March 3, 2008.

F4: Each restricted stock unit represents a contingent right to each of one share of Parametric Technology Corporation common stock.

F5: Performance-based restricted stock units that will be earned only to the extent the established performance criteria for each of the three performance periods are met. The restricted stock units earned will vest as to (i) up to one-third of the units awarded on the later of November 15, 2013 and the date the Compensation Committee determines the performance criteria have been achieved, (ii) up to a total of two-thirds of the units awarded on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria have been achieved, and (iii) up to all of the units awarded on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved.

F6: Time-based restricted stock units that vest in three substantially equal increments on each of November 15, 2013, November 15, 2014 and November 15, 2015.

F7: This amount represents the total number of derivative securities benefically owned of the class shown.