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* Shepherd Brian A (Last) (First) (Middle) 140 KENDRICK STREET (Street) NEEDHAM MA 02494 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2009	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 Product Development	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	8,569	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	40,975	$0(4)	D
Stock Option (right to buy)	(2)	(2)	Common Stock	16,000(5)	$12.575	D
Stock Option (right to buy)	(3)	(3)	Common Stock	30,000(5)	$9.55	D

Explanation of Responses:

1. Time-based restricted stock units that vest as to 2,657 RSUs on March 15, 2009, 2,687 RSUs on November 3, 2009, 13,457 RSUs on November 15, 2009, 2,657 RSUs on March 15, 2010 and 8,970 RSUs on November 15, 2010 and 10,548 performance-based restricted stock units that vest to the extent earned on the later of November 15, 2009 or the date the Compensation Committee determines the extent to which the performance criteria have been achieved.

2. Employee stock option granted 9/20/2001, vested in four equal annual installments of 4,000 shares each beginning on 9/20/2002, the first anniversary of the date of grant. The option is exercisable in full.

3. Employee stock option granted 9/16/2003, vested in four equal annual installments of 10,000 shares each beginning on 9/16/2004, the first anniversary of the date of grant. The option is exercisable in full.

4. Each RSU represents the right to receive one share of common stock.

5. 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 46,000 Options to purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).

	Catherine Gorecki by power of attorney filed 3/13/2009	03/16/2009
	** 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).
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