PTC INC. — Director's Dealing 2014

Apr 2, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2014-04-01

Reporting Person: Cohen Matthew Lessner (EVP Global Services)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (2016)		Direct
Restricted Stock Units	$0		Common Stock (1970)		Direct
Restricted Stock Units	$0		Common Stock (4254)		Direct
Restricted Stock Units	$0		Common Stock (3964)		Direct
Restricted Stock Units	$0		Common Stock (2536)		Direct
Restricted Stock Units	$0		Common Stock (4664)		Direct
Restricted Stock Units	$0		Common Stock (4664)		Direct
Restricted Stock Units	$0		Common Stock (264)		Direct

Footnotes

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

F2: Time-based restricted stock units granted on November 1, 2011 that vested as to 2,016 RSUs on each of November 15, 2012 and November 15, 2013 and will vest as to 2,016 RSUs on November 15, 2014.

F3: Performance-based restricted stock units subject to subsequent time-based restrictions granted on November 1, 2011 that vested as to 1,970 RSUs on each of November 15, 2012 and November 15, 2013 and will vest as to 1,970 RSUs on November 15, 2014.

F4: Performance-based restricted stock units granted on November 5, 2012 that may be earned only to the extent the established performance criteria are met. All of the RSUs were eligible to be earned at the end of the first year and would vest in three substantially equal installments on each of November 15, 2013, November 15, 2014 and November 15, 2015. 5,077 of the RSUs granted were earned for the first period and 1,692 RSUs vested on November 15, 2013 and 1,692 RSUs and 1,693 RSUs will vest on November 15, 2014 and November 15, 2015, respectively. RSUs not earned in the first year are eligible to vest in the subsequent years based on achievement of performance criteria established for those years. All RSUs earned in subsequent periods will vest over the applicable remaining service period.

F5: Time-based restricted stock units granted on March 6, 2013 that vested as to 1,982 RSUs on November 15, 2013 and will vest as to 1,982 RSUs on each of November 15, 2014 and November 15, 2015.

F6: Time-based restricted stock units granted on March 6, 2013 that vested as to 1,269 RSUs on November 15, 2013 and will vest as to 1,268 RSUs on each of November 15, 2014 and November 15, 2015.

F7: Performance-based restricted stock units granted on November 11, 2013 that may be earned only to the extent the established performance criteria for each of the three performance periods are met. Approximately one-third of the RSUs are eligible to be earned for each of 2014, 2016 and 2016 and to vest on November 15th of the applicable year. RSUs not earned in a year are eligible to earned in subsequent years.

F8: Time-based restricted stock units granted November 11, 2013 that vest in three substantially equal installments on each of November 15, 2014, 2015 and 2016.

F9: Time-based restricted stock units granted February 15, 2014 that vest in three equal installments on each of November 15, 2014, 2015 and 2016.

F10: This amount represents the total number of derivative securities beneficially owned of the class shown.