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^*

Miller Andrew

(Last)

(First)

(Middle)

140 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017

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	11/15/2017		M		85,071	A	$0	143,011	D
Common Stock	11/15/2017		F		38,547⁽¹⁾	D	$63.92	104,464	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⁾	11/15/2017		M			9,281	⁽³⁾	⁽³⁾	Common Stock	9,281	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		A		21,625		⁽⁴⁾	⁽⁴⁾	Common Stock	21,625	$0	21,625⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			21,625	⁽⁴⁾	⁽⁴⁾	Common Stock	21,625	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			10,532	⁽⁵⁾	⁽⁵⁾	Common Stock	10,532	$0	10,531⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		A		19,411		⁽⁶⁾	⁽⁶⁾	Common Stock	19,411	$0	19,411⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			19,411	⁽⁶⁾	⁽⁶⁾	Common Stock	19,411	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			8,028	⁽⁷⁾	⁽⁷⁾	Common Stock	8,028	$0	16,055⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		A		11,847		⁽⁸⁾	⁽⁸⁾	Common Stock	11,847	$0	11,847⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			3,949	⁽⁸⁾	⁽⁸⁾	Common Stock	3,949	$0	7,898⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		A		12,245		⁽⁹⁾	⁽⁹⁾	Common Stock	12,245	$0	12,245⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		M			12,245	⁽⁹⁾	⁽⁹⁾	Common Stock	12,245	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽²⁾	11/15/2017		A		19,555		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	19,555	$0	19,555⁽¹¹⁾	D

Explanation of Responses:

1. Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 85,071 shares of the Reporting Person's restricted stock unit awards on November 15, 2017.

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

3. RSUs awarded on February 9, 2015 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017.

4. Performance-based RSUs granted on February 9, 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 100% and 21,625 RSUs were earned and vested.

5. RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.

6. 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 19,411 RSUs were earned and vested.

7. RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

8. Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 11,847 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

9. 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 12,245 RSUs were earned and vested.

10. RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.

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

	/s/Deanna Osganian by power of attorney filed 11/14/2017	11/17/2017
	** 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).
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