Sec Form 4 Filing - DIBONA ANTHONY @ PTC INC. - 2017-11-15

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 DIBONA ANTHONY 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 Focused Solutions Group (Last) (First) (Middle) 140 KENDRICK ST 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2017 (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 11/15/2017 M 58,921 A $ 0 81,435 D Common Stock 11/15/2017 F 26,128 ( 1 ) D $ 63.92 55,307 D Common Stock 11/16/2017 S 2,300 ( 3 ) D $ 64.38 ( 4 ) 53,007 D Common Stock 11/16/2017 S 2,620 ( 3 ) D $ 64.7511 ( 5 ) 50,387 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 ) 11/15/2017 M 6,041 ( 6 ) ( 6 ) Common Stock 6,041 $ 0 0 ( 14 ) D Restricted Stock Units ( 5 ) 11/15/2017 A 14,077 ( 7 ) ( 7 ) Common Stock 14,077 $ 0 14,077 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 M 14,077 ( 7 ) ( 7 ) Common Stock 14,077 $ 0 0 ( 14 ) D Restricted Stock Units ( 5 ) 11/15/2017 M 7,545 ( 8 ) ( 8 ) Common Stock 7,545 $ 0 7,545 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 A 13,906 ( 9 ) ( 9 ) Common Stock 13,906 $ 0 13,906 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 M 13,906 ( 9 ) ( 9 ) Common Stock 13,906 $ 0 0 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 M 5,751 ( 10 ) ( 10 ) Common Stock 5,751 $ 0 11,502 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 A 8,487 ( 11 ) ( 11 ) Common Stock 8,487 $ 0 8,487 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 M 2,829 ( 11 ) ( 11 ) Common Stock 2,829 $ 0 5,658 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 A 8,772 ( 12 ) ( 12 ) Common Stock 8,772 $ 0 8,772 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 M 8,772 ( 12 ) ( 12 ) Common Stock 8,772 $ 0 0 ( 14 ) D Restricted Stock Units ( 2 ) 11/15/2017 A 12,805 ( 13 ) ( 13 ) Common Stock 12,805 $ 0 12,805 ( 14 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DIBONA ANTHONY 140 KENDRICK ST NEEDHAM, MA02494 EVP Focused Solutions Group Signatures /s/Deanna Osganian by power of attorney filed 4/27/2017 11/17/2017 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 58,921 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 )Shares sold pursuant to a pre-established 10b5-1(c ) trading plan. ( 4 )This transaction was executed in multiple trades at prices ranging from $63.61 to $64.59. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 5 )This transaction was executed in multiple trades at prices ranging from $64.61 to $64.89. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 6 )RSUs granted on November 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017. ( 7 )Performance-based RSUs granted on November 10, 2014 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 14,077 RSUs were earned and vested. ( 8 )RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018. ( 9 )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 13,906 RSUs were earned and vested. ( 10 )RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019. ( 11 )Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 8,487 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019. ( 12 )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 8,772 RSUs were earned and vested. ( 13 )RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020. ( 14 )This amount represents the total number of derivative securities beneficially owned of the class shown.

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