PTC INC. — Director's Dealing 2012

Jul 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARAMETRIC TECHNOLOGY CORP (PMTC)
CIK: 0000857005
Period of Report: 2012-06-30

Reporting Person: HARRISON C RICHARD (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-30	Common Stock	M	171110	—	Acquired	1391488	Direct
2012-06-30	Common Stock	F	62371	$20.96	Disposed	1329117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-30	Restricted Stock Units	$	M	46975	Disposed		Common Stock (46975)	Direct
2012-06-30	Restricted Stock Units	$	M	77160	Disposed		Common Stock (77160)	Direct
2012-06-30	Restricted Stock Units	$	M	46975	Disposed		Common Stock (46975)	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 171,110 shares of the Reporting Person's restricted stock unit awards on June 30, 2012.

F3: Time-based restricted stock units that vested as to 46,976 RSUs on November 15, 2010, 46,976 RSUs on November 15, 2011 and 46,975 RSUs on June 30, 2012.

F4: Time-based restricted stock units that vested as to 77,160 RSUs on September 30, 2011 and 77,160 RSUs on June 30, 2012.

F5: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 46,976 RSUs on November 15, 2010, 46,976 RSUs on November 15, 2011 and 46,975 RSUs on June 30, 2012.

F6: This amount represents the total number of derivative securities beneficially owned of the class shown.