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*
VON STAATS AARON C
(Last) (First) (Middle)
C/O PARAMETRIC TECHNOLOGY CORP
140 KENDRICK ST
(Street)
NEEDHAM MA 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)
SVP, General Counsel & Clerk
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2006
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)
Code V Amount (A) or (D) Price
Common Stock 11/02/2006 M 13,334 A $4.975 97,514 D
Common Stock 11/02/2006 S 13,334(10) D $18.4868 84,180 D
Common Stock 11/02/2006 S 5,120(11) D $18.4868 79,060(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $4.975 11/02/2006 M 13,334 (2) 02/13/2013 Common Stock 13,334 $0 0(3) D
Employee stock option (right to buy) $20.1563 11/02/2006 M 0(4) (5) 04/17/2010 Common Stock 1,800 $0 1,800(3) D
Employee stock option (right to buy) $20.75 11/02/2006 M 0(4) (6) 11/15/2011 Common Stock 4,000 $0 4,000(3) D
Employee stock option (right to buy) $8.5 11/02/2006 M 0(4) (7) 05/30/2012 Common Stock 5,000 $0 5,000(3) D
Employee stock option (right to buy) $9.55 11/02/2006 M 0(4) (8) 09/16/2013 Common Stock 40,000 $0 40,000(3) D
Employee stock option (right to buy) $11.475 11/02/2006 M 0(4) (9) 03/03/2014 Common Stock 59,999 $0 59,999(3) D
Explanation of Responses:
1. Adjusted to reflect the 2 for 5 reverse stock split of the company's Common Stock effective February 28, 2006.
2. Employee stock option granted 2/13/2003, exercisable as to 6,667 shares on 2/13/2004, 6,667 shares on 2/13/2005 and 6,666 shares on 2/13/2006.
3. This amount represents the total number of Derivative Securities Beneficially Owned by the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 110,799 Options to purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).
4. This option was previously reported and is now being reported (as currently outstanding) to reflect the 2 for 5 reverse stock split of the Company's Common Stock effective February 28, 2006.
5. Employee stock option granted 4/17/2000, exercisable as to 600 shares on each of 4/17/2002, 4/17/2003 and 4/17/2004.
6. Employee stock option granted 11/15/2001, exercisable in four equal annual installments of 1,000 shares each beginning on 11/15/2002, the first anniversary of the date of grant.
7. Employee stock option granted 5/30/2002, exercisable as to 2,500 shares on each of 5/20/2005 and 5/20/2006.
8. Employee stock option granted 9/16/2003, exercisable in four equal annual installments of 10,000 shares each beginning on 9/16/2004, the first anniversary of the date of grant.
9. Employee stock option granted 3/3/2004, exercisable as to 15,000 shares on 3/3/2005, 15,000 shares on 3/3/2006, 15,000 shares on 3/3/3007 and 14,999 shares on 3/3/2008.
10. Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan.
11. Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan that provided for the sale at market prices of a specified percentage of the Reporting Person's July 27, 2005 restricted stock award in order to satisfy current tax withholding obligations associated with the vesting of a portion of such restricted stock award.
/s/ Aaron C. von Staats 11/06/2006
** 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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