PTC INC. — Director's Dealing 2018

Nov 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2018-11-14

Reporting Person: COHEN BARRY F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-14	Common Stock	M	586	—	Acquired	55588	Direct
2018-11-14	Common Stock	F	586	$85.17	Disposed	55002	Direct
2018-11-15	Common Stock	M	81190	—	Acquired	136192	Direct
2018-11-15	Common Stock	F	33996	$89.4	Disposed	102196	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-14	Restricted Stock Units	$	A	15344	Acquired		Common Stock (15344)	Direct
2018-11-15	Restricted Stock Units	$	M	15344	Disposed		Common Stock (15344)	Direct
2018-11-14	Restricted Stock Units	$	A	16056	Acquired		Common Stock (16056)	Direct
2018-11-15	Restricted Stock Units	$	M	16056	Disposed		Common Stock (16056)	Direct
2018-11-14	Restricted Stock Units	$	A	6084	Acquired		Common Stock (6084)	Direct
2018-11-15	Restricted Stock Units	$	M	6084	Disposed		Common Stock (6084)	Direct
2018-11-15	Restricted Stock Units	$	M	3949	Disposed		Common Stock (3949)	Direct
2018-11-15	Restricted Stock Units	$	M	10531	Disposed		Common Stock (10531)	Direct
2018-11-15	Restricted Stock Units	$	M	8028	Disposed		Common Stock (8028)	Direct
2018-11-15	Restricted Stock Units	$	M	5854	Disposed		Common Stock (5854)	Direct
2018-11-14	Restricted Stock Units	$	A	17523	Acquired		Common Stock (17523)	Direct
2018-11-15	Restricted Stock Units	$	M	586	Disposed		Common Stock (586)	Direct

Footnotes

F1: Includes 338 shares acquired under Employee Stock Purchase Plan on July 31, 2018.

F2: Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock unit awards.

F3: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F4: Performance-based RSUs granted on November 2, 2015 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 200% and 15344 RSUs were earned and vested.

F5: Performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 200% and 16056 RSUs were earned and vested.

F6: Performance-based RSUs granted on November 15, 2017 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 93.34% and 6084 RSUs were earned and vested.

F7: Aspirational performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance measure was met for the period ended September 30, 2017. The performance measure was met at 49.2% and 11847 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

F8: RSUs granted on November 2, 2015 that vested in three substantially equal installments on November 15, 2016, 2017 and 2018.

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

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 14, 2018 that vest in three installments of 5,255 RSUs, 5,841 RSUs, and 5,841 RSUs on November 15, 2019, 2020 and 2021, respectively, after an initial vest of 586 RSUs on the grant date to satisfy tax withholding obligations.

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