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^*

COHEN BARRY F

(Last)

(First)

(Middle)

C/O PARAMETRIC TECHNOLOGY CORP

140 KENDRICK STREET

(Street)

NEEDHAM

02404

(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
X	Officer (give title below)	Other (specify below)
	EVP,Strategic Services & Ptrs.

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2006

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	11/02/2006		M		90,000	A	$4.975	257,883	D
Common Stock	11/02/2006		S		90,000	D	$18.419	167,883	D
Common Stock	11/02/2006		S		10,240	D	$18.4384	157,643⁽¹⁾	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	11/02/2006		M			90,000	⁽²⁾	02/13/2013	Common Stock	90,000	$0	16,668⁽³⁾	D
Employee stock option (right to buy)	$24.8438	11/02/2006		M		0⁽⁴⁾		⁽⁵⁾	09/10/2008	Common Stock	48,000	$0	48,000⁽³⁾	D
Employee stock option (right to buy)	$23.3595	11/02/2006		M		0⁽⁴⁾		⁽⁶⁾	05/18/2010	Common Stock	100,000	$0	100,000⁽³⁾	D
Employee stock option (right to buy)	$12.575	11/02/2006		M		0⁽⁴⁾		⁽⁷⁾	09/20/2011	Common Stock	200,000	$0	200,000⁽³⁾	D
Employee stock option (right to buy)	$8.5	11/02/2006		M		0⁽⁴⁾		⁽⁸⁾	05/30/2012	Common Stock	159,999	$0	159,999⁽³⁾	D
Employee stock option (right to buy)	$4.975	11/02/2006		M		0⁽⁴⁾		⁽⁹⁾	02/13/2013	Common Stock	93,334	$0	93,334⁽³⁾	D
Employee stock option (right to buy)	$11.475	11/02/2006		M		0⁽⁴⁾		⁽¹⁰⁾	03/03/2014	Common Stock	119,999	$0	119,999⁽³⁾	D

Explanation of Responses:

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

2. 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.

3. 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 738,000 Options to purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).

4. 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.

5. Employee stock option granted 9/10/1998, exercisable in four equal annual installments of 12,000 shares each beginning on 9/10/1999, the first anniversary of the date of grant.

6. 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.

7. 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.

8. Employee stock option granted 5/30/2002, exercisable as to 40,001 shares on 5/30/2003, 40,001 shares on 5/30/2004, 39,999 shares on 5/30/2005 and 39,998 shares on 5/30/2006.

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

10. Employee stock option granted 3/3/2004, exercisable as to 30,000 shares on 3/3/2005, 30,000 shares on 3/3/2006, 30,000 shares on 3/3/2007 and 29,999 shares on 3/3/2008.

	Christopher J. MacKrell pursuant to power of attorney filed November 10, 2004	11/02/2006
	** 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).
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