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: COHEN BARRY F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common Stock	M	82153	—	Acquired	161882	Direct
2017-11-15	Common Stock	F	37668	$63.92	Disposed	124214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-15	Restricted Stock Units	$	M	8429	Disposed		Common Stock (8429)	Direct
2017-11-15	Restricted Stock Units	$	A	19641	Acquired		Common Stock (19641)	Direct
2017-11-15	Restricted Stock Units	$	M	19641	Disposed		Common Stock (19641)	Direct
2017-11-15	Restricted Stock Units	$	M	10532	Disposed		Common Stock (10532)	Direct
2017-11-15	Restricted Stock Units	$	A	19411	Acquired		Common Stock (19411)	Direct
2017-11-15	Restricted Stock Units	$	M	19411	Disposed		Common Stock (19411)	Direct
2017-11-15	Restricted Stock Units	$	M	7291	Disposed		Common Stock (7291)	Direct
2017-11-15	Restricted Stock Units	$	A	11847	Acquired		Common Stock (11847)	Direct
2017-11-15	Restricted Stock Units	$	M	3949	Disposed		Common Stock (3949)	Direct
2017-11-15	Restricted Stock Units	$	A	12245	Acquired		Common Stock (12245)	Direct
2017-11-15	Restricted Stock Units	$	M	12245	Disposed		Common Stock (12245)	Direct
2017-11-15	Restricted Stock Units	$	A	19555	Acquired		Common Stock (19555)	Direct
2017-11-15	Restricted Stock Units	$	M	655	Disposed		Common Stock (655)	Direct

Footnotes

F1: Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 82,153 shares of the Reporting Person's restricted stock unit awards on November 15, 2017.

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

F3: RSUs granted on November 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017.

F4: 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 19,641 RSUs were earned and vested.

F5: RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.

F6: 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 19,411 RSUs were earned and vested.

F7: RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

F8: Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 11,847 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

F9: 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 12,245 RSUs were earned and vested.

F10: RSUs granted on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.

F11: RSUs granted on November 15, 2017 that vested to satisfy the tax withholding obligations of the reporting person.

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