PTC INC. — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-01-30

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-30	Common Stock	M	82505	$8.50	Acquired	263978	Direct
2012-01-30	Common Stock	S	82505	$25.0115	Disposed	181473	Direct
2012-01-31	Common Stock	M	77494	$8.50	Acquired	258967	Direct
2012-01-31	Common Stock	S	77494	$25.0270	Disposed	181473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-30	Employee Stock Option (right to buy)	$8.50	M	82505	Disposed	2012-05-30	Common Stock (82505)	Direct
2012-01-31	Employee Stock Option (right to buy)	$8.50	M	77494	Disposed	2012-05-30	Common Stock (77494)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.06. 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: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.07. 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.

F3: The options became exercisable as to 40,001 shares on May 30, 2003, 40,001 shares on May 30, 2004, 39,999 shares on May 30, 2005 and 39,998 shares on May 30, 2006.

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