PTC INC. — Director's Dealing 2015

Nov 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2015-11-05

Reporting Person: Ranaldi Robert (EVP Worldwide Sales)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-05	Restricted Stock Units	$	D	8477	Disposed		Common Stock (8477)	Direct
2015-11-05	Restricted Stock Units	$	D	15546	Disposed		Common Stock (15546)	Direct
2015-11-05	Restricted Stock Units	$	A	8477	Acquired		Common Stock (8477)	Direct
2015-11-05	Restricted Stock Units	$	A	15546	Acquired		Common Stock (15546)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.

F2: Represents the deemed cancellation of the outstanding award and a replacement of the award due to the amendment of the award. The award was initially granted on November 5, 2012 and was eligible to vest in three equal annual installments on each of November 15, 2013, 2014 and 2015. The RSUs shown will vest on November 15, 2015.

F3: Represents the deemed cancellation of the outstanding award and a replacement of the award due to the amendment of the award. The award was initially granted on November 11, 2013 and was eligible to vest in three equal annual installments on each of November 15, 2014, 2015 and 2016. The RSUs shown will vest in two substantially equal increments on November 15, 2015 and 2016.

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