PTC INC. — Director's Dealing 2014

Nov 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2014-11-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-10	Common Stock	S	25000	$37.12	Disposed	419924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-10	Restricted Stock Units	$	A	64067	Acquired		Common Stock (64067)	Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $37.01 to $37.27. 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: Each restricted stock unit represents a contingent right to one share of PTC Inc. common Stock.

F4: Time-based restricted stock units that vest in three substantially equal installments on each of November 15, 2015, November 15, 2016 and November 15, 2017.

F5: This amount represents the total number of derivative securities beneficially owned of the class shown.