PTC INC. — Director's Dealing 2015

May 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2015-05-18

Reporting Person: COHEN BARRY F (EVP Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-18	Common Stock	S	20000	$39.7374	Disposed	97812	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $39.70 to $39.77. The price reported above reflects the weighted average sale 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.

F2: Reflects 13,503 shares transferred pursuant to a qualified domestic relations order.