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: Cohen Matthew Lessner (EVP Global Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-15	Common Stock	M	16651	—	Acquired	16651	Direct
2014-11-15	Common Stock	F	5425	$37.90	Disposed	11226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-15	Restricted Stock Units	$	M	2016	Disposed		Common Stock (2016)	Direct
2014-11-15	Restricted Stock Units	$	M	1970	Disposed		Common Stock (1970)	Direct
2014-11-15	Restricted Stock Units	$	M	2127	Disposed		Common Stock (2127)	Direct
2014-11-15	Restricted Stock Units	$	M	1982	Disposed		Common Stock (1982)	Direct
2014-11-15	Restricted Stock Units	$	M	1268	Disposed		Common Stock (1268)	Direct
2014-11-15	Restricted Stock Units	$	M	1555	Disposed		Common Stock (1555)	Direct
2014-11-15	Restricted Stock Units	$	M	1555	Disposed		Common Stock (1555)	Direct
2014-11-15	Restricted Stock Units	$	M	2089	Disposed		Common Stock (2089)	Direct
2014-11-15	Restricted Stock Units	$	M	2089	Disposed		Common Stock (2089)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 16,651 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: Service-based RSUs awarded on November 1, 2011. These RSUs vested in three substantially equal annual installments, with the last RSUs vested on November 15, 2014.

F4: Performance-based restricted stock units awarded on November 1, 2011 subject to subsequent time-based restrictions. The restricted stock units could be earned only to the extent the established performance criteria were met. The restricted stock units vested as to 1,970 RSUs on each of November 15, 2012, 2013 and 2014.

F5: Performance-based restricted stock units awarded on November 5, 2012, subject to subsequent time-based restrictions, that will be earned only to the extent the established performance criteria are met. The restricted stock units earned vest as to (i) up to one-third of the units awarded on the later of November 15, 2013 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, 2014 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, 2015 and the date the Compensation Committee determines the performance criteria have been achieved. These RSUs vested on November 15, 2014.

F6: Service-based RSUs awarded on March 6, 2013. These RSUs vest in three substantially equal annual installments and the second installment vested on November 15, 2014.

F7: Service-based RSUs awarded on March 6, 2013. These RSUs vest in three substantially equal annual installments and the second installment vested on November 15, 2014.

F8: Service-based RSUs awarded on November 11, 2013. These RSUs vest in three substantially equal annual installments and the first installment vested on November 15, 2014.

F9: Performance-based RSUs awarded on November 11, 2013. The RSUs vest only to the extent the performance criteria are met. Up to one-third of the RSUs granted plus any not earned in a prior period, can be earned in November 15, 2014, 2015 and 2016. These RSUs vested on November 15, 2014.

F10: Service-based RSUs awarded on April 1, 2014. These RSUs vest in three substantially equal annual installments. The first installment vested on November 15, 2015 and the remaining installments vest on each of November 15, 2016 and 2017.

F11: Performance-based RSUs awarded 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 RSUs earned 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. The first installment vested on November 15, 2014.

F12: This amount represents the total number of derivative securities beneficially owned of the class shown.