PTC INC. — Director's Dealing 2013

Jan 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PMTC)
CIK: 0000857005
Period of Report: 2013-01-28

Reporting Person: PORTER MICHAEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-28	Common Stock	M	10000	$4.9750	Acquired	220579	Direct
2013-01-28	Common Stock	S	10000	$23.5610	Disposed	210579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-28	Employee Stock Option	$4.9750	M	10000	Disposed	2013-02-13	Common Stock (10000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $23.55 to $23.60. 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.

F2: Employee stock option granted on February 13, 2003, exercisable as to 2,500 shares on each of February 13, 2004, 2005, 2006 and 2007.

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