PTC INC. - Director's Dealing 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2014-03-05

Reporting Person: CHAFFIN JANICE (Director)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	M	4634	$0.00	Acquired	4634	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-05	Restricted Stock Units	$	M	4634	Disposed		Common Stock (4634)	Direct
2014-03-05	Restricted Stock Units	$	A	6028	Acquired		Common Stock (6028)	Direct

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

F2: Time-based restricted stock units that vested on March 5, 2014.

F3: Time-based restricted stock units that vest on the earlier of the date of PTC Inc.'s 2015 Annual Shareholder Meeting or March 15, 2015.

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