PTC INC. — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2015-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-04	Common Stock	S	25000	$38.6099	Disposed	558509	Direct

Footnotes

F1: Shares sold pursuant to a pre-established 10b5-1(c ) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $38.495 to $38.89. 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.