PTC INC. — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2014-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	S	19000	$33.9477	Disposed	500924	Direct
2014-02-03	Common Stock	S	5700	$34.9084	Disposed	495224	Direct
2014-02-03	Common Stock	S	300	$35.60	Disposed	494924	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 $33.49 to $34.48. 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: This transaction was executed in multiple trades at prices ranging from $34.51 to $35.48. 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.

F4: This transaction was executed in multiple trades at prices ranging from $35.54 to $35.64. 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.