PTC INC. — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2016-11-15

Reporting Person: Gremley Robert C (EVP, Group President TPG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	M	40018	—	Acquired	40018	Direct
2016-11-15	Common Stock	F	16786	$47.53	Disposed	23232	Direct
2016-11-16	Common Stock	S	14621	$47.4503	Disposed	8611	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units	$	M	11660	Disposed		Common Stock (11660)	Direct
2016-11-15	Restricted Stock Units	$	A	3388	Acquired		Common Stock (3388)	Direct
2016-11-15	Restricted Stock Units	$	M	3388	Disposed		Common Stock (3388)	Direct
2016-11-15	Restricted Stock Units	$	M	5058	Disposed		Common Stock (5058)	Direct
2016-11-15	Restricted Stock Units	$	A	12537	Acquired		Common Stock (12537)	Direct
2016-11-15	Restricted Stock Units	$	M	12537	Disposed		Common Stock (12537)	Direct
2016-11-15	Restricted Stock Units	$	M	7375	Disposed		Common Stock (7375)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 40,018 shares of the Reporting Person's restricted stock unit awards on November 15, 2016.

F2: Shares sold pursuant to a pre-established 10b5-1(c ) trading plan.

F3: This transaction was executed in multiple trades at prices ranging from $47.22 to $47.64. The price reported above reflects the weighted average purchase 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.

F4: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F5: RSUs awarded on November 11, 2013 that vested in three substantially equal annual installments on November 15, 2014, 2015 and 2016.

F6: Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 3,388 RSUs were earned.

F7: Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 3,388 RSUs vested.

F8: RSUs awarded on November 10, 2014 that vest in three substantially equal installments on November 15, 2015, 2016 and 2017.

F9: Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 12,537 RSUs were earned.

F10: Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 12,537 RSUs vested.

F11: RSUs awarded on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.

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