PTC INC. — Director's Dealing 2013

May 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PMTC)
CIK: 0000857005
Period of Report: 2013-05-01

Reporting Person: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-01	Common Stock	M	30000	$11.4750	Acquired	412896	Direct
2013-05-01	Common Stock	S	40000	$23.6116	Disposed	372896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-01	Employee Stock Option	$11.4750	M	30000	Disposed	2014-03-03	Common Stock (30000)	Direct

Footnotes

F1: Shares exercised and sold pursuant to a pre-established 10b5-1(c ) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $23.225 to $24.06. 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.

F3: Employee stock option granted March 3, 2004, exercisable as to 30,000 shares on each of March 3, 2005, 2006, 2007 and 29,999 shares on March 3, 2008.

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