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^*

Diouane Marc

(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)
	EVP Global Services & Partners

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		71,024	A	$0	75,364	D
Common Stock	11/15/2013		F		13,439⁽¹⁾	D	$32.37	61,925	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			8,573	⁽³⁾	⁽³⁾	Common Stock	8,573	$0	0⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			6,468	⁽⁴⁾	⁽⁴⁾	Common Stock	6,468	$0	0⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			6,468	⁽⁵⁾	⁽⁵⁾	Common Stock	6,468	$0	0⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			10,711	⁽⁶⁾	⁽⁶⁾	Common Stock	10,711	$0	10,710⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			6,978	⁽⁷⁾	⁽⁷⁾	Common Stock	6,978	$0	6,978⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			7,140	⁽⁸⁾	⁽⁸⁾	Common Stock	7,140	$0	7,140⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			1,890	⁽⁹⁾	⁽⁹⁾	Common Stock	1,890	$0	1,890⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			1,231	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,231	$0	1,231⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			1,260	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,260	$0	1,260⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			7,460	⁽¹²⁾	⁽¹²⁾	Common Stock	7,460	$0	18,230⁽¹⁴⁾	D
Restricted Stock Units	⁽²⁾	11/15/2013		M			12,845	⁽¹³⁾	⁽¹³⁾	Common Stock	12,845	$0	25,690⁽¹⁴⁾	D

Explanation of Responses:

1. Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 71,024 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 8,574 RSUs on November 15, 2011 and 8,573 RSUs on November 15, 2012 and November 15, 2013.

4. Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 6,469 RSUs on November 15, 2011 and November 15, 2012 and 6,468 RSUs on November 15, 2013.

5. Time-based restricted stock units that vested as to 6,469 RSUs on November 15, 2011 and November 15, 2012 and 6,468 RSUs on November 15, 2013.

6. Performance-based restricted stock units that may be earned only to the extent the established performance criteria are met. 10,711 RSUs vested on November 15, 2013 and 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 have been achieved.

7. Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 6,978 RSUs on November 15, 2012 and November 15, 2013, and will vest as to 6,978 RSUs on November 15, 2014.

8. Time-based restricted stock awards that vested as to 7,141 RSUs on November 15, 2012, 7,140 RSUs on November 15, 2013 and will vest as to 7,140 RSUs on November 15, 2014.

9. Performance-based restricted stock units that may be earned only to the extent the established performance criteria are met. The performance criteria were met for the first period and 1,890 RSUs vested on November 15, 2013. The remaining half of these 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.

10. Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 1,232 RSUs on November 15, 2012, 1,231 RSUs on November 15, 2013, and will vest as to 1,231 RSUs on November 15, 2014.

11. Time-based restricted stock awards that vested as to 1,260 RSUs on November 15, 2012 and November 15, 2013 and will vest as to 1,260 RSUs on November 15, 2014.

12. 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 7,460 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.

13. Time-based restricted stock awards that vested as to 12,845 RSUs on November 15, 2013 and will vest as to 12,845 RSUs on November 15, 2014 and November 15, 2015.

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

Remarks:

	Catherine Gorecki by power of attorney filed 10/6/2010	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).
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