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: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	M	344758	—	Acquired	682654	Direct
2013-11-15	Common Stock	F	162730	$32.37	Disposed	519924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-15	Restricted Stock Units	$	M	120028	Disposed		Common Stock (120028)	Direct
2013-11-15	Restricted Stock Units	$	M	26255	Disposed		Common Stock (26255)	Direct
2013-11-15	Restricted Stock Units	$	M	26255	Disposed		Common Stock (26255)	Direct
2013-11-15	Restricted Stock Units	$	M	43473	Disposed		Common Stock (43473)	Direct
2013-11-15	Restricted Stock Units	$	M	28324	Disposed		Common Stock (28324)	Direct
2013-11-15	Restricted Stock Units	$	M	28982	Disposed		Common Stock (28982)	Direct
2013-11-15	Restricted Stock Units	$	M	26245	Disposed		Common Stock (26245)	Direct
2013-11-15	Restricted Stock Units	$	M	45196	Disposed		Common Stock (45196)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 344,758 shares of the Reporting Person's restricted stock unit awards on November 15, 2013.

F2: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F3: Performance-based RSUs granted on October 1, 2010 that are earned only to the extent the established performance criteria are met. The performance criteria for the first period were achieved and 120,028 RSUs vested on November 15, 2013. Up to half of the remaining RSUs are eligible to vest on the later of November 15, 2014 and the date the Compensation Committee determines the extent to which the second period performance criteria have been met. Up to all of the remaining RSUs are eligible to vest on the later of November 15, 2015 and the date the Compensation Committee determines the extent to which the third period performance criteria have been met.

F4: Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 26,256 RSUs on November 15, 2011 and November 15, 2012 and vested as to 26,255 RSUs on November 15, 2013.

F5: Time-based restricted stock units that vested as to 26,256 RSUs on November 15, 2011 and November 15, 2012 and vested as to 26,255 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 43,473 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 28,324 RSUs on November 15, 2012 and November 15, 2013 and will vest as to 28,323 RSUs on November 15, 2014.

F8: Time-based restricted stock awards that vested as to 28,982 RSUs on November 15, 2012 and November 15, 2013 and will vest as to 28,981 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 26,245 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 45,196 RSUs on November 15, 2013 and will vest as to 45,196 RSUs on November 15, 2014 and 45,195 RSUs on November 15, 2015.

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