PTC INC. — Director's Dealing 2013

Nov 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Diouane Marc (EVP Global Services & Partners)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-11	Restricted Stock Units	$	A	23320	Acquired		Common Stock (23320)	Direct
2013-11-11	Restricted Stock Units	$	A	23320	Acquired		Common Stock (23320)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.

F2: Performance-based restricted stock units that will be earned only to the extent the established performance criteria for each of the three performance periods are met. The restricted stock units earned will vest as to (i) up to one-third of the units awarded on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria have been achieved, (ii) up to a total of two-thirds of the units awarded on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved, and (iii) up to all of the units awarded on the later of November 15, 2016 and the date the Compensation Committee determines the performance criteria have been achieved.

F3: Time-based restricted stock units that vest in three substantially equal installments on each of November 15, 2014, November 15, 2015 and November 15, 2016.

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