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^*

Gremley Robert C

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Group President TPG

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2016

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	11/15/2016		M		40,018	A	$0	40,018	D
Common Stock	11/15/2016		F		16,786⁽¹⁾	D	$47.53	23,232	D
Common Stock	11/16/2016		S		14,621⁽²⁾	D	$47.4503⁽³⁾	8,611	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	⁽⁴⁾	11/15/2016		M			11,660	⁽⁵⁾	⁽⁵⁾	Common Stock	11,660	$0	0⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		A		3,388		⁽⁶⁾	⁽⁶⁾	Common Stock	3,388	$0	3,388⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		M			3,388	⁽⁷⁾	⁽⁷⁾	Common Stock	3,388	$0	0⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		M			5,058	⁽⁸⁾	⁽⁸⁾	Common Stock	5,058	$0	5,057⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		A		12,537		⁽⁹⁾	⁽⁹⁾	Common Stock	12,537	$0	12,537⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		M			12,537	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,537	$0	0⁽¹²⁾	D
Restricted Stock Units	⁽⁴⁾	11/15/2016		M			7,375	⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,375	$0	14,748⁽¹²⁾	D

Explanation of Responses:

1. Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 40,018 shares of the Reporting Person's restricted stock unit awards on November 15, 2016.

2. Shares sold pursuant to a pre-established 10b5-1(c ) trading plan.

3. This transaction was executed in multiple trades at prices ranging from $47.22 to $47.64. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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

5. RSUs awarded on November 11, 2013 that vested in three substantially equal annual installments on November 15, 2014, 2015 and 2016.

6. Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 3,388 RSUs were earned.

7. Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 3,388 RSUs vested.

8. RSUs awarded on November 10, 2014 that vest in three substantially equal installments on November 15, 2015, 2016 and 2017.

9. Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 12,537 RSUs were earned.

10. Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 12,537 RSUs vested.

11. RSUs awarded on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.

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

	/s/Catherine Gorecki by power of attorney filed 3/13/2009	11/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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