PTC INC. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC INC. (PTC)
CIK: 0000857005
Period of Report: 2021-11-16

Reporting Person: HEPPELMANN JAMES E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-16	Common Stock	S	905	$119.3735	Disposed	828607	Direct
2021-11-16	Common Stock	S	3921	$120.4089	Disposed	824686	Direct
2021-11-16	Common Stock	S	2423	$121.6285	Disposed	822263	Direct
2021-11-16	Common Stock	S	3027	$122.6115	Disposed	819236	Direct
2021-11-16	Common Stock	S	4724	$123.3408	Disposed	814512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-17	Restricted Stock Units	$	A	20896	Acquired		Common Stock (20896)	Direct
2021-11-17	Restricted Stock Units	$	A	20896	Acquired		Common Stock (20896)	Direct
2021-11-17	Restricted Stock Units	$	A	41792	Acquired		Common Stock (41792)	Direct

Footnotes

F1: Shares sold pursuant to a pre-established 10b5-1(c) trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $119.01 to $119.82. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $120.03 to $121.02. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC, 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: This transaction was executed in multiple trades at prices ranging from $121.055 to $122.05. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: This transaction was executed in multiple trades at prices ranging from $122.06 to $123.035. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: This transaction was executed in multiple trades at prices ranging from $123.08 to $123.685. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F7: Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

F8: Target performance-based RSUs that can be earned to the extent the cash flow performance-measure is met for each of the three performance periods. RSUs earned are eligible to vest in three substantially equal installments on November 15, 2022, 2023 and 2024.

F9: Target performance-based RSUs that can be earned to the extent the rTSR performance measure is met for FY24. RSUs earned will vest on November 15, 2024.

F10: Service-based RSUs that vest in three substantially equal installments on November 15, 2022, 2023 and 2024.

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