| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PTC INC. [ PTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/15/2024 | M | 33,244 | A | $0 | 80,526(1) | D | |||
| Common Stock | 11/15/2024 | F | 15,166(2) | D | $190.01 | 65,360 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 1,923 | (4) | (4) | Common Stock | 1,923 | $0 | 0(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 9,643 | (4) | (4) | Common Stock | 9,643 | $0 | 0(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 4,527 | (5) | (5) | Common Stock | 4,527 | $0 | 0(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 3,234 | (6) | (6) | Common Stock | 3,234 | $0 | 2,567(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 5,135 | (7) | (7) | Common Stock | 5,135 | $0 | 5,134(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 3,394 | (8) | (8) | Common Stock | 3,394 | $0 | 5,387(10) | D | ||||
| Restricted Stock Units | (3) | 11/15/2024 | M | 5,388 | (9) | (9) | Common Stock | 5,388 | $0 | 10,774(10) | D | ||||
| Explanation of Responses: |
| 1. Amount reflects 85 shares and 69 shares purchased under the 2016 Employee Stock Purchase Plan for the offering periods ending January 31, 2024 and July 31, 2024, respectively. |
| 2. Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock unit awards. |
| 3. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. |
| 4. Performance-based RSUs granted on November 17, 2021 that could be earned for FY24 that were earned and vested on November 15, 2024. |
| 5. RSUs granted on November 17, 2021 that vested on November 15, 2024. |
| 6. Performance-based RSUs granted on November 16, 2022 that vest to the extent earned on November 15, 2023, 2024 and 2025. |
| 7. RSUs granted on November 16, 2022 that vest in three substantially equal installments on November 15, 2023, 2024 and 2025. |
| 8. Performance-based RSUs granted on November 15, 2023 that vest to the extent earned on November 15, 2024, 2025 and 2026. |
| 9. RSUs granted on November 15, 2023 that vest in three substantially equal installments on November 15, 2024, 2025 and 2026. |
| 10. This amount represents the total number of derivative securities beneficially owned of the class shown. |
| /s/Catherine Gorecki by power of attorney filed 06/06/2023 | 11/18/2024 | |
| ** 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). | ||
| 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. | ||