SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ranaldi Robert

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2011

3. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [ PMTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Worldwide Sales

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,613	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	4,578	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	15,350	⁽¹⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	17,122	⁽¹⁾	D
Employee Stock Options (right to buy)	⁽⁵⁾	05/20/2013	Common Stock	5,000⁽⁶⁾	$7.725	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

2. Time-based Restricted Stock Units that vested as to 4,579 RSUs on each of November 15, 2009 and November 15, 2010 and vest as to 4,578 RSUs on November 15, 2011.

3. Time-based Restricted Stock Units that vested as to 7,676 RSUs on November 15, 2010 and vest as to 7,675 RSUs on each of November 15, 2011 and November 15, 2012.

4. Time-based Restricted Stock Units that vest as to 5,708 RSUs on each of November 15, 2011 and November 15, 2012, and 5,706 RSUs on November 15, 2013.

5. Employee Stock Options granted on May 20, 2003 that vested in four equal installments of 5,000 shares each on May 20, 2004, 2005, 2006 and 2007.

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

Remarks:

	Catherine Gorecki by power of attorney filed 5-3-2011	05/03/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.