PTC INC. — Director's Dealing 2019

Nov 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2019-11-15

Reporting Person: HEPPELMANN JAMES E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-15	Common Stock	A	13174	—	Acquired	618805	Direct
2019-11-15	Common Stock	F	5850	$74.09	Disposed	612955	Direct
2019-11-15	Common Stock	M	139163	—	Acquired	752118	Direct
2019-11-15	Common Stock	F	59768	$74.09	Disposed	692350	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-15	Restricted Stock Units	$	M	25927	Disposed		Common Stock (25927)	Direct
2019-11-15	Restricted Stock Units	$	A	23624	Acquired		Common Stock (23624)	Direct
2019-11-15	Restricted Stock Units	$	M	23624	Disposed		Common Stock (23624)	Direct
2019-11-15	Restricted Stock Units	$	M	26349	Disposed		Common Stock (26349)	Direct
2019-11-15	Restricted Stock Units	$	M	21381	Disposed		Copmmon Stock (21381)	Direct
2019-11-15	Restricted Stock Units	$	A	13198	Acquired		Common Stock (13198)	Direct
2019-11-15	Restricted Stock Units	$	M	13198	Disposed		Common Stock (13198)	Direct
2019-11-15	Restricted Stock Units	$	A	10681	Acquired		Common Stock (10681)	Direct
2019-11-15	Restricted Stock Units	$	M	10681	Disposed		Common Stock (10681)	Direct
2019-11-15	Restricted Stock Units	$	M	18003	Disposed		Common Stock (18003)	Direct

Footnotes

F1: Bonus shares granted upon satisfaction of performance conditions for FY 2019.

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: 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 77,781 RSUs were earned. The RSUs earned vested in three substantially equal installments on November 15, 2017, 2018 and 2019.

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, 2019. The performance measure was met at 89.66% and 23,624 RSU's were earned and vested.

F6: RSUs granted on October 31, 2016 that vested in three substantially equal installments on November 15, 2017, 2018 and 2019.

F7: RSUs granted on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.

F8: 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, 2019. The performance measure was met at 61.73% and 13,198 RSUs were earned and vested.

F9: Performance-based RSUs granted on November 14, 2018 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2019. The performance measure was met at 59.33% and 10,681 RSUs were earned and vested.

F10: RSUs granted on November 14, 2018 that vest in three substantially equal installments on November 15, 2019, 2020 and 2021.

F11: This amount represents the total number of derivative securities beneficially owned of the class shown.