FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [ PMTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/01/2006 | A | 12,000(1) | A | $0 | 24,000(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $73.672 | 03/01/2006 | M | 0(3) | 02/13/1998(4) | 02/13/2007 | Common Stock | 4,000 | $0 | 4,000(5) | D | ||||
Stock Option (right to buy) | $73.5158 | 03/01/2006 | M | 0(3) | 02/12/1999(6) | 02/12/2008 | Common Stock | 4,000 | $0 | 4,000(5) | D | ||||
Stock Option (right to buy) | $35.4688 | 03/01/2006 | M | 0(3) | 02/11/2000(7) | 02/11/2009 | Common Stock | 6,000 | $0 | 6,000(5) | D | ||||
Stock Option (right to buy) | $57.3438 | 03/01/2006 | M | 0(3) | 02/10/2001(8) | 02/10/2010 | Common Stock | 6,000 | $0 | 6,000(5) | D | ||||
Stock Option (right to buy) | $25.625 | 03/01/2006 | M | 0(3) | 06/20/2001(9) | 06/20/2010 | Common Stock | 12,000 | $0 | 12,000(5) | D | ||||
Stock Option (right to buy) | $39.2188 | 03/01/2006 | M | 0(3) | 02/15/2002(10) | 02/15/2011 | Common Stock | 6,000 | $0 | 6,000(5) | D | ||||
Stock Option (right to buy) | $12.575 | 03/01/2006 | M | 0(3) | 09/20/2002(11) | 09/20/2011 | Common Stock | 40,000 | $0 | 40,000(5) | D | ||||
Stock Option (right to buy) | $8.5 | 03/01/2006 | M | 0(3) | 05/30/2003(12) | 05/30/2012 | Common Stock | 20,000 | $0 | 20,000(5) | D | ||||
Stock Option (right to buy) | $4.975 | 03/01/2006 | M | 0(3) | 02/13/2004(13) | 02/13/2013 | Common Stock | 10,000 | $0 | 10,000(5) | D | ||||
Stock Option (right to buy) | $11.475 | 03/01/2006 | M | 0(3) | 03/03/2005(14) | 03/03/2014 | Common Stock | 10,000 | $0 | 10,000(5) | D |
Explanation of Responses: |
1. Restricted stock award to Reporting Person with restrictions on the shares lapsing as to one-third of such shares on each of February 15, 2007, February 15, 2008 and February 15, 2009. |
2. Adjusted to reflect the 2 for 5 reverse stock split effective February 28, 2006. |
3. This option was previously reported and is now being reported to reflect the 2 for 5 reverse stock split effective February 28, 2006. |
4. Option to buy 4,000 shares of common stock, exercisable in four annual increments of 1,000 each beginning on 2/13/1998, the first anniversary of the date of grant. |
5. This amount represents the total number of Derivative Securities Beneficially Owned of the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 118,000 Options to Purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates). |
6. Option to buy 4,000 shares of common stock, exercisable in four annual increments of 1,000 each beginning on 2/12/1999, the first anniversary of the date of grant. |
7. Option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/11/2000, the first anniversary of the date of grant. |
8. Option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/10/2001, the first anniversary of the date of grant. |
9. Option to buy 12,000 shares of common stock, exercisable in four annual increments of 3,000 each beginning on 6/20/2001, the first anniversary of the date of grant. |
10. Option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/15/2002, the first anniversary of the date of grant. |
11. Option to buy 40,000 shares of common stock, exercisable in four annual increments of 10,000 each beginning on 9/20/2002, the first anniversary of the date of grant. |
12. Option to buy 20,000 shares of common stock, exercisable in four annual increments of 5,000 each beginning on 5/30/2003, the first anniversary of the date of grant. |
13. Option to buy 10,000 shares of common stock, exercisable in four annual increments of 2,500 each beginning on 2/13/2004, the first anniversary of the date of grant. |
14. Option to buy 10,000 shares of common stock, exercisable in four annual increments of 2,500 each beginning on 3/3/2005, the first anniversary of the date of grant. |
Christopher J. MacKrell by power of attorney filed herewith | 03/02/2006 | |
** 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 4 (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. |