Sec Form 4 Filing - VON STAATS AARON C @ PTC INC. - 2020-11-17

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 VON STAATS AARON C 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, GC and Secretary (Last) (First) (Middle) 121 SEAPORT BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2020 (Street) BOSTON, MA02210 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

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 ( 1 ) 11/17/2020 A 4,686 ( 2 ) ( 2 ) Common Stock 4,686 $ 0 4,686 ( 5 ) D Restricted Stock Units ( 1 ) 11/17/2020 A 4,686 ( 3 ) ( 3 ) Common Stock 4,686 $ 0 4,686 ( 5 ) D Restricted Stock Units ( 1 ) 11/17/2020 A 9,373 ( 4 ) ( 4 ) Common Stock 9,373 $ 0 9,373 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VON STAATS AARON C 121 SEAPORT BOULEVARD BOSTON, MA02210 EVP, GC and Secretary Signatures /s/Catherine Gorecki by power of attorney filed 11/2/2007 11/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock. ( 2 )Target performance-based RSUs that can be earned to the extent the rTSR performance-measure is met for each of the three performance periods. RSUs earned are eligible to vest in three substantially equal installments on November 15, 2021, 2022 and 2023. ( 3 )Target performance-based RSUs that can be earned to the extent the adjusted free cash flow performance-measure is met for each of the three performance periods. RSUs earned are eligible to vest in three substantially equal installments on November 15, 2021, 2022 and 2023. ( 4 )Service-based RSUs that vest in three substantially equal installments on November 15, 2021, 2022 and 2023. ( 5 )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).

** 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.
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