Sec Form 4 Filing - HEPPELMANN JAMES E @ PTC INC. - 2016-11-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HEPPELMANN JAMES E 2. Issuer Name and Ticker or Trading Symbol PTC INC. [ PTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) PTC INC., 140 KENDRICK STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2016 (Street) NEEDHAM, MA02494 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/15/2016 M 156,454 A $ 0 709,635 D Common Stock 11/15/2016 F 73,613 ( 1 ) D $ 47.53 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) 11/15/2016 M 49,232 ( 3 ) ( 3 ) Common Stock 49,232 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 A 14,308 ( 4 ) ( 4 ) Common Stock 14,308 $ 0 14,308 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 M 14,308 ( 5 ) ( 5 ) Common Stock 14,308 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 M 21,356 ( 6 ) ( 6 ) Common Stock 21,356 $ 0 21,355 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 A 45,055 ( 7 ) ( 7 ) Common Stock 45,055 $ 0 45,055 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 M 45,055 ( 8 ) ( 8 ) Common Stock 45,055 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2016 M 26,503 ( 9 ) ( 9 ) Common Stock 26,503 $ 0 53,004 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEPPELMANN JAMES E PTC INC. 140 KENDRICK STREET NEEDHAM, MA02494 X President and CEO Signatures /s/Catherine Gorecki by power of attorney filed 11/2/2007 11/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 156,454 shares of the Reporting Person's restricted stock unit awards on November 15, 2016. ( 2 )Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. ( 3 )RSUs awarded on November 11, 2013 that vested in three substantially equal annual installments on November 15, 2014, 2015 and 2016. ( 4 )Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 14,308 RSUs were earned. ( 5 )Performance-based restricted stock units awarded on November 10, 2014 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2015, September 30, 2016 and September 30, 2017. The performance measure for the first period was not met and no RSUs were earned. The performance measure for the second performance period was met at 67% and 14,308 RSUs vested. ( 6 )RSUs awarded on November 10, 2014 that vest in three substantially equal installments on November 15, 2015, 2016 and 2017. ( 7 )Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 45,055 RSUs were earned. ( 8 )Performance-based restricted stock units awarded on November 2, 2015 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2016, September 30, 2017 and September 30, 2018. The performance measure for the first period was met at 170% and 45,055 RSUs vested. ( 9 )RSUs awarded on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018. ( 10 )This amount represents the total number of derivative securities beneficially owned of the class shown.

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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