PTC INC. — Director's Dealing 2013

Nov 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PMTC)
CIK: 0000857005
Period of Report: 2013-11-15

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	M	94749	—	Acquired	214743	Direct
2013-11-15	Common Stock	F	44724	$32.37	Disposed	152452	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-15	Restricted Stock Units	$	M	11366	Disposed		Common Stock (11366)	Direct
2013-11-15	Restricted Stock Units	$	M	11366	Disposed		Common Stock (11366)	Direct
2013-11-15	Restricted Stock Units	$	M	18901	Disposed		Common Stock (18901)	Direct
2013-11-15	Restricted Stock Units	$	M	12314	Disposed		Common Stock (12314)	Direct
2013-11-15	Restricted Stock Units	$	M	12601	Disposed		Common Stock (12601)	Direct
2013-11-15	Restricted Stock Units	$	M	10360	Disposed		Common Stock (10360)	Direct
2013-11-15	Restricted Stock Units	$	M	17841	Disposed		Common Stock (17841)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 94,749 shares of the Reporting Person's restricted stock unit awards on November 15, 2013.

F2: Reflects 46,755 shares transferred pursuant to a qualified domestic relations order.

F3: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F4: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 11,367 RSUs on November 15, 2011 and November 15, 2012 and 11,366 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 11,367 RSUs on November 15, 2011 and November 15, 2012 and 11,366 RSUs on November 15, 2013.

F6: Performance-based restricted stock units that may be earned only to the extent the established performance criteria are met. The performance criteria for the first period were met and 18,901 RSUs vested on November 15, 2013. The remaining RSUs will vest on the later of November 15, 2014 and the date the Compensation Committee determines the extent to which the performance criteria for the second period have been achieved.

F7: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 12,315 RSUs on November 15, 2012, 12,314 RSUs on November 15, 2013, and will vest as to 12,314 RSUs on November 15, 2014.

F8: Time-based restricted stock awards that vested as to 12,601 RSUs on November 15, 2012 and November 15, 2013 and will vest as to 12,600 RSUs on November 15, 2014.

F9: Performance-based restricted stock units that are earned only to the extent the established performance criteria for each of the three performance periods are met. The criteria were met in part for the first period and 10,360 RSUs vested on November 15, 2013. Up to a total of two-thirds of the units awarded (less any vested for the first period) are eligible to vest on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria for the second period have been achieved and up to all of the units awarded are eligible to vest on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria for the third period have been achieved.

F10: Time-based restricted stock awards that vested as to 17,841 RSUs on November 15, 2013 and will vest as to 17,840 RSUs on November 15, 2014 and November 15, 2015.

F11: This amount represents the total number of derivative securities beneficially owned of the class shown.