Heppelmann James E Form 4 PTC / JAMES E HEPPELMANN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEPPELMANN JAMES E

(Last)

(First)

(Middle)

121 SEAPORT BOULEVARD

(Street)

BOSTON

02210

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2019

4. If Amendment, Date of 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

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	11/15/2019		A		13,174⁽¹⁾	A	$0	618,805	D
Common Stock	11/15/2019		F		5,850⁽²⁾	D	$74.09	612,955	D
Common Stock	11/15/2019		M		139,163	A	$0	752,118	D
Common Stock	11/15/2019		F		59,768⁽²⁾	D	$74.09	692,350	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	11/15/2019		M			25,927	⁽⁴⁾	⁽⁴⁾	Common Stock	25,927	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		A		23,624		⁽⁵⁾	⁽⁵⁾	Common Stock	23,624	$0	23,624⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			23,624	⁽⁵⁾	⁽⁵⁾	Common Stock	23,624	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			26,349	⁽⁶⁾	⁽⁶⁾	Common Stock	26,349	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			21,381	⁽⁷⁾	⁽⁷⁾	Copmmon Stock	21,381	$0	21,380⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		A		13,198		⁽⁸⁾	⁽⁸⁾	Common Stock	13,198	$0	13,198⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			13,198	⁽⁸⁾	⁽⁸⁾	Common Stock	13,198	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		A		10,681		⁽⁹⁾	⁽⁹⁾	Common Stock	10,681	$0	10,681⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			10,681	⁽⁹⁾	⁽⁹⁾	Common Stock	10,681	$0	0⁽¹¹⁾	D
Restricted Stock Units	⁽³⁾	11/15/2019		M			18,003	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	18,003	$0	36,006⁽¹¹⁾	D

Explanation of Responses:

1. Bonus shares granted upon satisfaction of performance conditions for FY 2019.

2. Tendered to Issuer to satisfy tax withholding obligations of the Reporting Person incurred in connection with the vesting of the Reporting Person's restricted stock unit awards

3. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

4. 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 77,781 RSUs were earned. The RSUs earned vested in three substantially equal installments on November 15, 2017, 2018 and 2019.

5. 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, 2019. The performance measure was met at 89.66% and 23,624 RSU's were earned and vested.

6. RSUs granted on October 31, 2016 that vested in three substantially equal installments on November 15, 2017, 2018 and 2019.

7. RSUs granted on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.

8. 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, 2019. The performance measure was met at 61.73% and 13,198 RSUs were earned and vested.

9. Performance-based RSUs granted on November 14, 2018 that could be earned only to the extent the established performance measure was met for the performance period ended September 30, 2019. The performance measure was met at 59.33% and 10,681 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.

	/s/Catherine Gorecki by power of attorney filed 11/2/2007	11/19/2019
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Heppelmann James E Form 4PTC / JAMES E HEPPELMANN ownership change