PTC INC. — Director's Dealing 2012

Aug 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-08-15

Reporting Person: GRIERSON DONALD K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock	M	10000	$11.4750	Acquired	108012	Direct
2012-08-15	Common Stock	S	10000	$21.6722	Disposed	98012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-15	Employee Stock Option (right to buy)	$11.4750	M	10000	Disposed	2014-03-03	Common Stock (10000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.63 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 options became exercisable as to 2,500 shares on each of March 3, 2005, 2006, 2007 and 2008.

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