PTC INC. — Director's Dealing 2012

Aug 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-08-16

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-16	Common Stock	M	9400	$4.9750	Acquired	100205	Direct
2012-08-16	Common Stock	S	9400	$22.0197	Disposed	90805	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-16	Employee Stock Option (right to buy)	$4.9750	M	9400	Disposed	2013-02-13	Common Stock (9400)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $22.00 to $22.09. 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 83,334 shares on February 13, 2004, 83,333 shares on February 13, 2005, 83,332 shares on February 13, 2006 and 29,999 shares on February 13, 2007.

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