PTC INC. — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Cohen Matthew Lessner (EVP Global Services)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Restricted Stock Units	$0	A	6265	Acquired		Common Stock (6265)	Direct
2014-04-01	Restricted Stock Units	$0	A	6265	Acquired		Common Stock (6265)	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 April 1, 2014 that vest in three substantially equal installments on each of November 15, 2014, 2015 and 2016.

F3: Performance-based restricted stock units granted on April 1, 2014 that may 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. RSUs not earned in a period can be earned in subsequent periods.

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