SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gremley Robert C

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015

3. Issuer Name and Ticker or Trading Symbol
PTC INC. [ PTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Technology Platforms

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	8,622	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	5,691	⁽¹⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	11,660	⁽¹⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	5,830	⁽¹⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	15,173	⁽¹⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.

2. Service-based RSUs awarded on November 5, 2012. These RSUs will vest on November 15, 2015.

3. Performance-based restricted stock units awarded on November 5, 2012 that may be earned only to the extent the established performance criteria are met. These RSUs are eligible to vest to the extent the performance criteria are met on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved.

4. Service-based RSUs awarded on November 11, 2013. These RSUs vest in three substantially equal annual installments. These remaining two installments will vest on each of November 15, 2015 and November 15, 2016.

5. Performance-based restricted stock units awarded on November 11, 2013 that may be earned only to the extent the established performance criteria are met. Half of these RSUs are eligible to vest on the later of November 15, 2015 and the date the Compensation Committee determines the extent to which the performance criteria have been achieved. The remaining RSUs are eligible to vest on the later of November 15, 2016 and the date the Compensation Committee determines the extent to which the performance criteria for the period have been achieved.

6. Service-based RSUs awarded on November 10, 2014. These RSUs vest in three substantially equal annual installments on each of November 15, 2015, November 15, 2016 and November 15, 2017.

Remarks:

	Catherine Gorecki by power of attorney filed 3/13/2009	10/09/2015
	** 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 5 (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.