PTC INC. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2016-02-15

Reporting Person: Cohen Matthew Lessner (EVP Global Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Common Stock	M	88	—	Acquired	22641	Direct
2016-02-15	Common Stock	F	34	$28.63	Disposed	22607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units	$	M	88	Disposed		Common Stock (88)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 88 shares of the Reporting Person's restricted stock unit award on February 15, 2016.

F2: Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.

F3: Time-based restricted stock units that vested as to 88 RSUs on each of February 15, 2015 and 2016 and will vest as to 88 RSUs on February 15, 2017.

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