SEC FORM 4

SEC Form 4

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^*

HEPPELMANN JAMES E

(Last)

(First)

(Middle)

C/O PARAMETRIC TECHNOLOGY CORP

140 KENDRICK ST.

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

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

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		EVP & Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2006		M		10,000	A	$4.975	262,303	D
Common Stock	07/27/2006		S		10,000⁽¹⁾	D	$15	252,303⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$4.975	07/27/2006		M			10,000⁽²⁾	⁽³⁾	02/13/2013	Common Stock	10,000	$0	89,999⁽⁴⁾	D
Employee stock option (right to buy)	$36.4063	07/27/2006		M		0⁽⁵⁾		⁽⁶⁾	07/20/2008	Common Stock	6,000	$0	6,000⁽⁴⁾	D
Employee stock option (right to buy)	$34.0625	07/27/2006		M		0⁽⁵⁾		⁽⁷⁾	08/03/2008	Common Stock	4,200	$0	4,200⁽⁴⁾	D
Employee stock option (right to buy)	$24.8438	07/27/2006		M		0⁽⁵⁾		⁽⁸⁾	09/10/2008	Common Stock	15,000	$0	15,000⁽⁴⁾	D
Employee stock option (right to buy)	$23.3595	07/27/2006		M		0⁽⁵⁾		⁽⁹⁾	05/18/2010	Common Stock	100,000	$0	100,000⁽⁴⁾	D
Employee stock option (right to buy)	$31.25	07/27/2006		M		0⁽⁵⁾		⁽¹⁰⁾	11/17/2010	Common Stock	40,000	$0	40,000⁽⁴⁾	D
Employee stock option (right to buy)	$12.575	07/27/2006		M		0⁽⁵⁾		⁽¹¹⁾	09/20/2011	Common Stock	200,000	$0	200,000⁽⁴⁾	D
Employee stock option (right to buy)	$8.5	07/27/2006		M		0⁽⁵⁾		⁽¹²⁾	05/30/2012	Common Stock	159,999	$0	159,999⁽⁴⁾	D
Employee stock option (right to buy)	$4.975	07/27/2006		M		0⁽⁵⁾		⁽¹³⁾	02/13/2013	Common Stock	119,999	$0	119,999⁽⁴⁾	D
Employee stock option (right to buy)	$11.475	07/27/2006		M		0⁽⁵⁾		⁽¹⁴⁾	03/03/2014	Common Stock	119,999	$0	119,999⁽⁴⁾	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1(c) trading plan adopted on May 31, 2006.

2. Adjusted to reflect the 2 for 5 reverse stock split of the company's Common Stock effective February 28, 2006.

3. Employee stock option granted 2/13/2003, exercisable as to 53,334 shares on 2/13/2004, 53,333 shares on 2/13/2005 and 53,332 shares on 2/13/2006 (89,999 of which remain exercisable after reported transaction).

4. This amount represents the total number of Derivative Securities Beneficially Owned by the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 855,196 Options to purchase Common Stock of varying classes (i.e. varying exercise process and expiration dates).

5. This option was previously reported and is now being reported (as currently outstanding) to reflect the 2 for 5 reverse stock split of the Company's Common Stock effective February 28, 2006.

6. Employee stock option granted 7/20/1998, exercisable as to 2,000 shares on each of 7/20/2000, 7/20/2001 and 7/20/2002.

7. Employee stock option granted 8/3/1998, exercisable as to 1,400 shares on each of 8/3/2000, 8/3/2001, and 8/3/2002.

8. Employee stock option granted 9/10/1998, exercisable as to 5,000 shares on each of 9/10/2000, 9/10/2001 and 9/10/2002.

9. Employee stock option granted 5/18/2000, exercisable in four equal annual installments of 25,000 shares each beginning on 5/18/2001, the first anniversary of the date of grant.

10. Employee stock option granted 11/17/2000, exercisable in four equal annual installments of 10,000 shares each beginning on 11/17/2001, the first anniversary of the date of grant.

11. Employee stock option granted 9/20/2001, exercisable in four equal annual installments of 50,000 shares each beginning on 9/20/2002, the first anniversary of the date of grant.

12. Employee stock option granted 5/30/2002, exercisable in annual installments of 40,000 shares each on 5/30/2003, 5/30/2004 and 5/30/2005, and as to 39,999 shares on 5/30/2006.

13. Employee stock option granted 2/13/2003, exercisable in annual installments of 30,000 shares each on 2/13/2004, 2/13/2005 and 2/13/2006, and as to 29,999 shares on 2/13/2007.

14. Employee stock option granted 3/3/2004, exercisable in annual installments of 30,000 shares each on 3/3/2005, 3/3/2006 and 3/3/2007, and as to 29,999 shares on 3/3/2008.

	/s/ James E. Heppelmann	07/28/2006
	** 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).
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