X0304 4 2012-01-30 0 0000857005 PARAMETRIC TECHNOLOGY CORP PMTC 0001185279 COHEN BARRY F 140 KENDRICK STREET NEEDHAM MA 02494 0 1 0 0 EVP Strategy Common Stock 2012-01-30 4 M 0 82505 8.50 A 263978 D Common Stock 2012-01-30 4 S 0 82505 25.0115 D 181473 D Common Stock 2012-01-31 4 M 0 77494 8.50 A 258967 D Common Stock 2012-01-31 4 S 0 77494 25.0270 D 181473 D Employee Stock Option (right to buy) 8.50 2012-01-30 4 M 0 82505 0 D 2012-05-30 Common Stock 82505 77494 D Employee Stock Option (right to buy) 8.50 2012-01-31 4 M 0 77494 0 D 2012-05-30 Common Stock 77494 0 D This transaction was executed in multiple trades at prices ranging from $25.00 to $25.06. The price reported above reflects the weighted average sale 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. This transaction was executed in multiple trades at prices ranging from $25.00 to $25.07. The price reported above reflects the weighted average sale 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. The options became exercisable as to 40,001 shares on May 30, 2003, 40,001 shares on May 30, 2004, 39,999 shares on May 30, 2005 and 39,998 shares on May 30, 2006. This amount represents the total number of derivative securities beneficially owned of the class shown. Catherine Gorecki by power of attorney filed 11/2/2007 2012-02-01