Sec Form 4 Filing - Miller Andrew @ PTC INC. - 2018-11-14

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 Miller Andrew 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 (Last) (First) (Middle) 140 KENDRICK STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2018 (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 11/15/2018 M 81,855 A $ 0 128,845 D Common Stock 11/15/2018 F 34,720 ( 1 ) D $ 89.4 94,125 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 ) 11/15/2018 M 3,949 ( 3 ) ( 3 ) Common Stock 3,949 $ 0 3,949 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 10,531 ( 4 ) ( 4 ) Common Stock 10,531 $ 0 0 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 8,028 ( 5 ) ( 5 ) Common Stock 8,028 $ 0 8,027 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 6,519 ( 6 ) ( 6 ) Common Stock 6,519 $ 0 13,036 ( 11 ) D Restricted Stock Units ( 2 ) 11/14/2018 A 30,688 ( 7 ) ( 7 ) Common Stock 30,688 $ 0 30,688 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 30,688 ( 7 ) ( 7 ) Common Stock 30,688 $ 0 0 ( 11 ) D Restricted Stock Units ( 2 ) 11/14/2018 A 16,056 ( 8 ) ( 8 ) Common Stock 16,056 $ 0 16,056 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 16,056 ( 8 ) ( 8 ) Common Stock 16,056 $ 0 0 ( 11 ) D Restricted Stock Units ( 2 ) 11/14/2018 A 6,084 ( 9 ) ( 9 ) Common Stock 6,084 $ 0 6,084 ( 11 ) D Restricted Stock Units ( 2 ) 11/15/2018 M 6,084 ( 9 ) ( 9 ) Common Stock 6,084 $ 0 0 ( 11 ) D Restricted Stock Units ( 2 ) 11/14/2018 A 17,523 ( 10 ) ( 10 ) Common Stock 17,523 $ 0 17,523 ( 11 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Andrew 140 KENDRICK STREET NEEDHAM, MA02494 EVP, Chief Financial Officer Signatures /s/Catherine Gorecki by power of attorney filed 11/2/2007 11/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted unit awards on November 15, 2018. ( 2 )Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. ( 3 )Aspirational performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance measure was met for the period ended September 30, 2017. 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. ( 4 )RSUs granted on November 2, 2015 that vested in three substantially equal installments on November 15, 2016, 2017 and 2018. ( 5 )RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019. ( 6 )RSUs granted on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020. ( 7 )Performance-based RSUs granted on November 2, 2015 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 200% and 30,688 RSUs were earned and vested. ( 8 )Performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 200% and 16,056 RSUs were earned and vested. ( 9 )Performance-based RSUs granted on November 15, 2017 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2018. The performance measure was met at 93.34% and 6084 RSUs were earned and vested. ( 10 )RSUs granted on November 14, 2018 that vest in three substantially equal installments on November 15, 2019, 2020 and 2021. ( 11 )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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