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^*

VON STAATS AARON C

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(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)
	CVP,General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2009

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	11/15/2009		M		32,236	A	$0⁽¹⁾	77,796	D
Common Stock	11/15/2009		F		10,473⁽²⁾	D	$16.1	67,323	D
Common Stock	11/16/2009		S		33,951⁽⁷⁾	D	$15.8962⁽⁶⁾	33,372	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	$0⁽¹⁾	11/15/2009		M			16,360	⁽³⁾	⁽³⁾	Common Stock	16,360	$0⁽¹⁾	0⁽⁵⁾	D
Restricted Stock Units	$0⁽¹⁾	11/15/2009		M			15,876	⁽⁴⁾	⁽⁴⁾	Common Stock	15,876	$0⁽¹⁾	31,751⁽⁵⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.

2. Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 32,236 shares of the Reporting Person's May 13, 2009 restricted stock unit awards.

3. Performance-based restricted stock units that vested on November 15, 2009 upon achievement of the performance criteria.

4. Time-based restricted stock units that vested as to 15,876 RSUs on November 15, 2009 and vest as to 15,876 RSUs on November 15, 2010 and 15,875 RSUs on November 15, 2011.

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

6. This transaction was executed in multiple trades at prices ranging from $15.55 to $15.97. 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.

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

Remarks:

	Catherine Gorecki by power of attorney filed 11/2/2007	11/17/2009
	** 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 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.