Sec Form 4 Filing - GLIDDEN JEFFREY D @ PTC INC. - 2014-11-15

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 GLIDDEN JEFFREY D 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) Chief Financial Officer, EVP (Last) (First) (Middle) 140 KENDRICK STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2014 (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 11/15/2014 M 94,635 A $ 0 204,038 D Common Stock 11/15/2014 F 40,772 ( 1 ) D $ 37.9 163,266 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 ) 11/15/2014 M 12,600 ( 3 ) ( 3 ) Common Stock 12,600 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 18,901 ( 4 ) ( 4 ) Common Stock 18,901 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 12,314 ( 5 ) ( 5 ) Common Stock 12,314 $ 0 0 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 17,840 ( 6 ) ( 6 ) Common Stock 17,840 $ 0 17,840 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 13,546 ( 7 ) ( 7 ) Common Stock 13,546 $ 0 11,774 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 9,717 ( 8 ) ( 8 ) Common Stock 9,717 $ 0 19,434 ( 10 ) D Restricted Stock Units ( 2 ) 11/15/2014 M 9,717 ( 9 ) ( 9 ) Common Stock 9,717 $ 0 19,434 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GLIDDEN JEFFREY D 140 KENDRICK STREET NEEDHAM, MA02494 Chief Financial Officer, EVP Signatures Catherine Gorecki by power of attorney filed 9/27/2010 11/17/2014 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 94,635 shares of the Reporting Person's restricted stock unit awards on November 15, 2014. ( 2 )Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. ( 3 )Service-based RSUs awarded on November 1, 2011. These RSUs vested in three substantially equal annual installments, with the last installment vested on November 15, 2014. ( 4 )Performance-based RSUs awarded on November 1, 2011 that may be earned only to the extent the established performance criteria are met. The remaining half of these RSUs vested on November 15, 2014. ( 5 )Performance-based RSUs awarded on November 1, 2011 subject to subsequent service-based restrictions. These RSUs vested in three substantially equal annual installments, with the last installment vested on November 15, 2014. ( 6 )Service-based RSUs awarded on November 5, 2012. These RSUs vest in three substantially equal annual installments. The second installment vested on November 15, 2014 and the remaining installment will vest on November 15, 2015. ( 7 )Performance-based RSUs awarded on November 5, 2012 that may be earned only to the extent the established performance criteria for each of the three performance periods are met. The units for the second period were earned in full, including those units not earned in the first period, and vested on November 15, 2014. Up to all of the remaining units awarded will vest on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved. ( 8 )Service-based RSUs awarded on November 11, 2013. These RSUs vest in three substantially equal annual installments. The first installment vested on November 15, 2014 and the remaining installments will vest on each of November 15, 2015 and November 15, 2016. ( 9 )Performance-based RSUs awarded on November 11, 2013 that may be earned only to the extent the established performance criteria for each of the three performance periods are met. The RSUs earned will vest as to (i) up to 34% of the units awarded on the later of November 15, 2014 and the date the Compensation Committee determines the performance criteria have been achieved, (ii) up to 33% of the units awarded, plus any not earned in the first period, on the later of November 15, 2015 and the date the Compensation Committee determines the performance criteria have been achieved, and (iii) up to all of the units awarded on the later of November 15, 2016 and the date the Compensation Committee determines the performance criteria have been achieved. ( 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.

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