PTC INC. — Director's Dealing 2012

Jul 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-07-15

Reporting Person: Berutti William (EVP PTC Business Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-15	Common Stock	M	9593	—	Acquired	23832	Direct
2012-07-15	Common Stock	F	3041	$18.68	Disposed	20791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-15	Restricted Stock Units	$	M	9593	Disposed		Common Stock (9593)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive 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 9,593 shares of the Reporting Person's July 30, 2009 restricted stock unit awards.

F3: Time-based restricted stock units that vested as to 9,593 RSUs on July 15, 2010, 9,593 RSUs on July 15, 2011 and 9,593 RSUs on July 15, 2012.

F4: This amount represents the total number ov derivative securities beneficially owned of the class shown.