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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_3f908632-3aa0-4407-b2d8-10e3cc48b3a6.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: VON STAATS AARON C (CVP,General Counsel, Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 56647 Acquired 84549 Direct
2012-11-15 Common Stock F 18422 $19.22 Disposed 66127 Direct
2012-11-16 Common Stock S 5679 $18.9784 Disposed 60448 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 8188 Disposed Common Stock (8188) Direct
2012-11-15 Restricted Stock Units $ M 5683 Disposed Common Stock (5683) Direct
2012-11-15 Restricted Stock Units $ M 6301 Disposed Common Stock (6301) Direct
2012-11-15 Restricted Stock Units $ M 8188 Disposed Common Stock (8188) Direct
2012-11-15 Restricted Stock Units $ M 16447 Disposed Common Stock (16447) Direct
2012-11-15 Restricted Stock Units $ M 5683 Disposed Common Stock (5683) Direct
2012-11-15 Restricted Stock Units $ M 6157 Disposed Common Stock (6157) 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 56,647 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 $18.90 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 8,189 RSUs on November 15, 2010 and 8,188 RSUs on November 15, 2011 and November 15, 2012.

F5: Time-based restricted stock units that vested as to 5,684 RSUs on November 2011 and 5,683 RSUs on November 15, 2012 and will vest as to 5,683 RSUs on November 15, 2013.

F6: Time-based restricted stock units that vested as to 6,301 RSUs on November 15, 2012 and will vest as to 6,300 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 8,189 RSUs on November 15, 2010 and 8,188 RSUs on November 15, 2011 and November 15, 2012.

F8: Performance-based restricted stock units that vested as to 16,447 RSUs on November 15, 2012.

F9: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 5,684 RSUs on November 15, 2011 and 5,683 RSUs on November 15, 2012 and will vest as to 5,683 RSUs on November 15, 2013.

F10: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 6,157 RSUs on November 15, 2012 and will vest as to 6,157 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.