PTC INC. — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PMTC)
CIK: 0000857005
Period of Report: 2013-01-31

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	M	13453	$11.4750	Acquired	162635	Direct
2013-01-31	Common Stock	S	13453	$23.3503	Disposed	149182	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Employee Stock Option	$11.4750	M	13453	Disposed	2014-03-03	Common Stock (13453)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $23.35 to $23.37. The price reported above reflects the weighted average purchase 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: Employee stock option granted on March 3, 2004, exercisable as to 30,000 shares on each of March 3, 2005, 2006, and 2007 and 29,999 shares on March 3, 2008.

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