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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GLIDDEN JEFFREY D

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PTC INC. [ PMTC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer, EVP

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2013

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	11/15/2013		M		98,345	A	$0	151,314	D
Common Stock	11/15/2013		F		41,911⁽¹⁾	D	$32.37	109,403	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)
Restricted Stock Units	⁽²⁾	11/15/2013		M			13,164	⁽³⁾	⁽³⁾	Common Stock	13,164	$0	0⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			13,164	⁽⁴⁾	⁽⁴⁾	Common Stock	13,164	$0	0⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			18,901	⁽⁵⁾	⁽⁵⁾	Common Stock	18,901	$0	18,901⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			12,314	⁽⁶⁾	⁽⁶⁾	Common Stock	12,314	$0	12,314⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			12,601	⁽⁷⁾	⁽⁷⁾	Common Stock	12,601	$0	12,600⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			10,360	⁽⁸⁾	⁽⁸⁾	Common Stock	10,360	$0	25,320⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			17,841	⁽⁹⁾	⁽⁹⁾	Common Stock	17,841	$0	35,680⁽¹⁰⁾	D

Explanation of Responses:

1. Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 98,345 shares of the Reporting Person's restricted stock unit awards on November 15, 2013.

2. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

3. Time-based restricted stock units that vested as to 13,165 RSUs on November 15, 2011, 13,165 RSUs on November 15, 2012 and 13,164 RSUs on November 15, 2013.

4. Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 13,165 RSUs on November 15, 2011 and November 15, 2012 and 13,164 RSUs on November 15, 2013.

5. Performance-based restricted stock units that may be earned only to the extent the established performance criteria are met. The performance criteria for the first period were met and 18,901 RSUs vested on November 15, 2013. The remaining RSUs will vest on the later of November 15, 2014 and the date the Compensation Committee determines the extent to which the performance criteria for the second period have been achieved.

6. Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 12,315 RSUs on November 15, 2012, 12,314 RSUs on November 15, 2013 and will vest as to 12,314 RSUs on November 15, 2014.

7. Time-based restricted stock awards that vested as to 12,601 RSUs on November 15, 2012 and November 15, 2013 and will vest as to 12,600 RSUs on November 15, 2014.

8. Performance-based restricted stock units that are earned only to the extent the established performance criteria for each of the three performance periods are met. The criteria were met in part for the first period and 10,360 RSUs vested on November 15, 2013. Up to a total of two-thirds of the units awarded (less any vested for the first period) are eligible to vest on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria for the second period have been achieved and up to all of the units awarded are eligible to vest on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria for the third period have been achieved.

9. Time-based restricted stock awards that vested as to 17,841 RSUs on November 15, 2013 and will vest as to 17,840 RSUs on November 15, 2014 and November 15, 2015.

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

Remarks:

	Catherine Gorecki by power of attorney filed 9/27/2010	11/19/2013
	** 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.