X0306 4 2017-11-15 0000857005 PTC INC. PTC 0001186555 HEPPELMANN JAMES E 140 KENDRICK STREET NEEDHAM MA 02494 true true false false President and CEO Common Stock 2017-11-15 4 M false 238927 0 A 799949 D Common Stock 2017-11-15 4 F false 112420 63.92 D 687529 D Common Stock 2017-11-16 4 S false 10700 64.3567 D 676829 D Common Stock 2017-11-16 4 S false 14300 64.7466 D 662529 D Restricted Stock Units 2017-11-15 4 M false 21355 0 D Common Stock 21355 0 D Restricted Stock Units 2017-11-15 4 A false 49759 0 A Common Stock 49759 49759 D Restricted Stock Units 2017-11-15 4 M false 49759 0 D Common Stock 49759 0 D Restricted Stock Units 2017-11-15 4 M false 26502 0 D Common Stock 26502 26502 D Restricted Stock Units 2017-11-15 4 A false 48845 0 A Common Stock 48845 48845 D Restricted Stock Units 2017-11-15 4 M false 48845 0 D Common Stock 48845 0 D Restricted Stock Units 2017-11-15 4 M false 26349 0 D Common Stock 26349 52698 D Restricted Stock Units 2017-11-15 4 A false 77781 0 A Common Stock 77781 77781 D Restricted Stock Units 2017-11-15 4 M false 25927 0 D Common Stock 25927 51854 D Restricted Stock Units 2017-11-15 4 A false 40190 0 A Common Stock 40190 40190 D Restricted Stock Units 2017-11-15 4 M false 40190 0 D Common Stock 40190 0 D Restricted Stock Units 2017-11-15 4 A false 64142 0 A Common Stock 64142 64142 D Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 238,927 shares of the Reporting Person's restricted stock unit awards on November 15, 2017. Shares sold pursuant to a pre-established 10b5-1(c ) trading plan. This transaction was executed in multiple trades at prices ranging from $63.56 to $64.545. 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. This transaction was executed in multiple trades at prices ranging from $64.56 to $64.915. 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. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. RSUs awarded on November 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017. Performance-based RSUs granted on November 10, 2014 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 100% and 49,759 RSUs were earned and vested. RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018. Performance-based RSUs granted on November 2, 2015 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 184.31% and 48,845 RSUs were earned and vested. RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019. Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 77,781 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019. Performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 152.53% and 40,190 RSUs were earned and vested. RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020. This amount represents the total number of derivative securities beneficially owned of the class shown. /s/Deanna Osganian by power of attorney filed 5/2/2017 2017-11-17