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: HEPPELMANN JAMES E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-12	Common Stock	S	25000	$32.0608	Disposed	337896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-11	Restricted Stock Units	$	A	73849	Acquired		Common Stock (73849)	Direct
2013-11-11	Restricted Stock Units	$	A	73849	Acquired		Common Stock (73849)	Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $31.905 to $32.31. The price reported above reflects the weighted average purchase 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: Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.

F4: 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.

F5: 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.

F6: This amount represents the total number of derivative securities beneficially owned of the class shown.