PTC INC. — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2017-11-15

Reporting Person: VON STAATS AARON C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common Stock	M	44007	—	Acquired	57415	Direct
2017-11-15	Common Stock	F	19226	$63.92	Disposed	38189	Direct
2017-11-16	Common Stock	S	9947	$64.6706	Disposed	28242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-15	Restricted Stock Units	$	M	4495	Disposed		Common Stock (4495)	Direct
2017-11-15	Restricted Stock Units	$	A	10475	Acquired		Common Stock (10475)	Direct
2017-11-15	Restricted Stock Units	$	M	10475	Disposed		Common Stock (10475)	Direct
2017-11-15	Restricted Stock Units	$	M	5646	Disposed		Common Stock (5646)	Direct
2017-11-15	Restricted Stock Units	$	A	10406	Acquired		Common Stock (10406)	Direct
2017-11-15	Restricted Stock Units	$	M	10406	Disposed		Common Stock (10406)	Direct
2017-11-15	Restricted Stock Units	$	M	4304	Disposed		Common Stock (4304)	Direct
2017-11-15	Restricted Stock Units	$	A	6351	Acquired		Common Stock (6351)	Direct
2017-11-15	Restricted Stock Units	$	M	2117	Disposed		Common Stock (2117)	Direct
2017-11-15	Restricted Stock Units	$	A	6564	Acquired		Common Stock (6564)	Direct
2017-11-15	Restricted Stock Units	$	M	6564	Disposed		Common Stock (6564)	Direct
2017-11-15	Restricted Stock Units	$	A	10755	Acquired		Common Stock (10755)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 44,007 shares of the Reporting Person's restricted stock unit awards on November 15, 2017.

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 $64.32 to $64.915. 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 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017.

F6: Performance-based RSUs granted on November 10, 2014 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 100% and 10,475 RSUs were earned and vested.

F7: RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.

F8: Performance-based RSUs granted on November 2, 2015 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 184.31% and 10,406 RSUs were earned and vested.

F9: RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

F10: Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 6,351 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

F11: Performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 152.53% and 6564 RSUs were earned and vested.

F12: RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.

F13: This amount represents the total number of derivative securities beneficially owned of the class shown.