PTC INC. - Director's Dealing 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2016-03-02

Reporting Person: CHAFFIN JANICE (Director)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	M	7136	—	Acquired	29715	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Restricted Stock Units	$	M	7136	Disposed		Common Stock (7136)	Direct
2016-03-02	Restricted Stock Units	$	A	7471	Acquired		Common Stock (7471)	Direct

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

F2: Time-based restricted stock units that vested on March 2, 2016.

F3: Time-based restricted stock units that vest on the earlier of the date of PTC Inc.'s 2017 Annual Shareholder Meeting or March 15, 2017.

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