PTC INC. — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2014-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-15	Common Stock	M	349550	—	Acquired	769474	Direct
2014-11-15	Common Stock	F	160965	$37.90	Disposed	608509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-15	Restricted Stock Units	$	M	120027	Disposed		Common Stock (120027)	Direct
2014-11-15	Restricted Stock Units	$	M	28981	Disposed		Common Stock (28981)	Direct
2014-11-15	Restricted Stock Units	$	M	43472	Disposed		Common Stock (43472)	Direct
2014-11-15	Restricted Stock Units	$	M	28323	Disposed		Common Stock (28323)	Direct
2014-11-15	Restricted Stock Units	$	M	45196	Disposed		Common Stock (45196)	Direct
2014-11-15	Restricted Stock Units	$	M	34317	Disposed		Common Stock (34317)	Direct
2014-11-15	Restricted Stock Units	$	M	24617	Disposed		Common Stock (24617)	Direct
2014-11-15	Restricted Stock Units	$	M	24617	Disposed		Common Stock (24617)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 349,550 shares of the Reporting Person's restricted stock unit awards on November 15, 2014.

F2: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F3: Performance-based RSUs awarded on October 1, 2010 that may be earned only to the extent the established performance criteria are met. The performance criteria for the second period were met and 120,027 RSUs vested on November 15, 2014. The remaining third of the RSUs are eligible to vest on the later of November 15, 2015 and the date the Compensation Committee determines the extent to which the performance criteria have been met.

F4: Service-based RSUs awarded on November 1, 2011. These RSUs vested in three substantially equal annual installments, with the last installment vested on November 15, 2014.

F5: Performance-based RSUs awarded on November 1, 2011 that may be earned only to the extent the established performance criteria are met. The remaining half of these RSUs vested on November 15, 2014.

F6: Performance-based RSUs awarded on November 1, 2011 subject to subsequent service-based restrictions. These RSUs vested in three substantially equal annual installments, with the last installment vested on November 15, 2014.

F7: Service-based RSUs awarded on November 5, 2012. These RSUs vest in three substantially equal annual installments. The second installment vested on November 15, 2014 and the remaining installment will vest on November 15, 2015.

F8: Performance-based RSUs awarded on November 5, 2012 that may be earned only to the extent the established performance criteria for each of the three performance periods are met. The units for the second period were earned in full, including those units not earned in the first period, and vested on November 15, 2014. Up to all of the remaining units awarded will vest on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved.

F9: Service-based RSUs awarded on November 11, 2013. These RSUs vest in three substantially equal annual installments. The first installment vested on November 15, 2014 and the remaining installments will vest on each of November 15, 2015 and November 15, 2016.

F10: Performance-based RSUs awarded 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. The RSUs earned will vest as to (i) up to 34% 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 33% of the units awarded, plus any not earned in the first period, 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.

F11: This amount represents the total number of derivative securities beneficially owned of the class shown.