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PTC INC. Director's Dealing 2012

Nov 19, 2012

30223_dirs_2012-11-19_59335836-4bd2-4810-b1d9-1187f3d13bb4.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: Ranaldi Robert (EVP Worldwide Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-15 Common Stock M 43511 Acquired 64863 Direct
2012-11-15 Common Stock F 13797 $19.22 Disposed 51066 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-15 Restricted Stock Units $ M 7675 Disposed Common Stock (7675) Direct
2012-11-15 Restricted Stock Units $ M 2854 Disposed Common Stock (2854) Direct
2012-11-15 Restricted Stock Units $ M 2854 Disposed Common Stock (2854) Direct
2012-11-15 Restricted Stock Units $ M 3653 Disposed Common Stock (3653) Direct
2012-11-15 Restricted Stock Units $ M 6211 Disposed Common Stock (6211) Direct
2012-11-15 Common Stock $ M 8401 Disposed Common Stock (8401) Direct
2012-11-15 Restricted Stock Units $ M 3653 Disposed Common Stock (3653) Direct
2012-11-15 Restricted Stock Units $ M 8210 Disposed Common Stock (8210) 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 43,511 shares of the Reporting Person's restricted stock unit awards on November 15, 2012.

F3: Time-based restricted stock units that vested as to 7,676 RSUs on November 15, 2010, 7,675 RSUs on November 15, 2011 and November 15, 2012.

F4: Time-based restricted stock units that vested as to 2,854 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 2,853 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 2,854 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 2,853 RSUs on November 15, 2013.

F6: Time-based restricted stock units that vested as to 3,654 RSUs on November 15, 2011 and 3,653 RSUs on November 15, 2012 and will vest as to 3,653 RSUs on November 15, 2013.

F7: Time-based restricted stock units that vested as to 6,211 RSUs on November 15, 2011 and November 15, 2012 and will vest as to 6,210 RSUs on November 15, 2013.

F8: Time-based restricted stock units that vested as to 8,401 RSUs on November 15, 2012 and will vest as to 8,400 RSUs on November 15, 2013 and November 15, 2014.

F9: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 3,654 RSUs on November 15, 2011 and 3,653 RSUs on November 15, 2012 and will vest as to 3,653 RSUs on November 15, 2013.

F10: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 8,210 RSUs on November 15, 2012 and will vest as to 8,209 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.