Edgar Filing: PTC INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Cohen Matthew Lessner

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014

3. Issuer Name and Ticker or Trading Symbol
PTC INC. [PTC]

(Last)

(First)

(Middle)

140 KENDRICK STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP Global Services

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

(Street)

NEEDHAM,Â MAÂ 02494

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	2,016 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,970 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	4,254 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	3,964 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	2,536 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	4,664 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	4,664 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	264 ⁽¹⁰⁾	$ 0 ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cohen Matthew Lessner 140 KENDRICK STREET NEEDHAM,Â MAÂ 02494	Â	Â	Â EVP Global Services	Â

Signatures

Catherine Gorecki by power of attorney filed 4/2/2014		04/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.
(2)	Time-based restricted stock units granted on November 1, 2011 that vested as to 2,016 RSUs on each of November 15, 2012 and November 15, 2013 and will vest as to 2,016 RSUs on November 15, 2014.
(3)	Performance-based restricted stock units subject to subsequent time-based restrictions granted on November 1, 2011 that vested as to 1,970 RSUs on each of November 15, 2012 and November 15, 2013 and will vest as to 1,970 RSUs on November 15, 2014.
(4)	Performance-based restricted stock units granted on November 5, 2012 that may be earned only to the extent the established performance criteria are met. All of the RSUs were eligible to be earned at the end of the first year and would vest in three substantially equal installments on each of November 15, 2013, November 15, 2014 and November 15, 2015. 5,077 of the RSUs granted were earned for the first period and 1,692 RSUs vested on November 15, 2013 and 1,692 RSUs and 1,693 RSUs will vest on November 15, 2014 and November 15, 2015, respectively. RSUs not earned in the first year are eligible to vest in the subsequent years based on achievement of performance criteria established for those years. All RSUs earned in subsequent periods will vest over the applicable remaining service period.
(5)	Time-based restricted stock units granted on March 6, 2013 that vested as to 1,982 RSUs on November 15, 2013 and will vest as to 1,982 RSUs on each of November 15, 2014 and November 15, 2015.
(6)	Time-based restricted stock units granted on March 6, 2013 that vested as to 1,269 RSUs on November 15, 2013 and will vest as to 1,268 RSUs on each of November 15, 2014 and November 15, 2015.
(7)	Performance-based restricted stock units granted 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. Approximately one-third of the RSUs are eligible to be earned for each of 2014, 2016 and 2016 and to vest on November 15th of the applicable year. RSUs not earned in a year are eligible to earned in subsequent years.
(8)	Time-based restricted stock units granted November 11, 2013 that vest in three substantially equal installments on each of November 15, 2014, 2015 and 2016.
(9)	Time-based restricted stock units granted February 15, 2014 that vest in three equal installments on each of November 15, 2014, 2015 and 2016.
(10)	This amount represents the total number of derivative securities beneficially owned of the class shown.

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