PTC INC. — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2016-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	S	17175	$46.2413	Disposed	561006	Direct
2016-11-01	Common Stock	S	7825	$46.9437	Disposed	553181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Restricted Stock Units	$	A	79047	Acquired		Common Stock (79047)	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 $45.79 to $46.69. 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.

F3: This transaction was executed in multiple trades at prices ranging from $46.70 to $47.49. 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: Service-based restricted stock units that vest in three substantially equal installments on each of November 15, 2017, 2018 and 2019.

F6: This amount represents the total number of derivative securities beneficially owned of the class shown.