Edgar Filing: Cohen Matthew Lessner

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Cohen Matthew Lessner

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
_____ Officer (give title below)	_____ Other (specify below)
EVP, Customer Success

(Last)

(First)

(Middle)

140 KENDRICK STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017

(Street)

NEEDHAM, MA 02494

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2017		M		47,268	A	$ 0	66,141	D
Common Stock	11/15/2017		F		20,770 ⁽¹⁾	D	$ 63.92	45,371	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

11/15/2017

4,046

⁽³⁾

Common Stock

4,046

$ 0

0 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

9,429

⁽⁴⁾

Common Stock

9,429

$ 0

9,429 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

9,429

⁽⁴⁾

Common Stock

9,429

$ 0

0 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

6,107

⁽⁵⁾

Common Stock

6,107

$ 0

6,107 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

11,255

⁽⁶⁾

Common Stock

11,255

$ 0

11,255 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

11,255

⁽⁶⁾

Common Stock

11,255

$ 0

0 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

5,446

⁽⁷⁾

Common Stock

5,446

$ 0

10,890 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

8,035

⁽⁸⁾

Common Stock

8,035

$ 0

8,035 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

2,679

⁽⁸⁾

Common Stock

2,679

$ 0

5,356 ⁽¹¹⁾

Restricted Stock Unit

⁽²⁾

11/15/2017

8,306

⁽⁹⁾

Common Stock

8,306

$ 0

8,306 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

8,306

⁽⁹⁾

Common Stock

8,306

$ 0

0 ⁽¹¹⁾

Restricted Stock Units

⁽²⁾

11/15/2017

15,644

⁽¹⁰⁾

Common Stock

15,644

$ 0

15,644 ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cohen Matthew Lessner 140 KENDRICK STREET NEEDHAM, MA 02494			EVP, Customer Success

Signatures

/s/Deanna Osganian by power of attorney filed 11/17/2017		11/17/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 47,268 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)	RSUs granted on November 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017.
(4)	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 9,429 RSUs were earned and vested.
(5)	RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.
(6)	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 11,255 RSUs were earned and vested.
(7)	RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019.
(8)	Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 8,035 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.
(9)	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 8,306 RSUs were earned and vested.
(10)	RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.
(11)	This amount represents the total number of derivative securities beneficially owned of the class shown.

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